for immediate release swire properties announces 2012 ... · 14 march 2013, hong kong - swire...

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For Immediate Release Swire Properties Announces 2012 Annual Results 2012 2011 Results HK$M HK$M Change Turnover 14,052 9,581 +46.7% Gains on revaluation of investment properties 12,273 20,345 -39.7% Profit attributable to Company’s shareholders Adjusted underlying (1) 6,932 4,372 +58.6% Underlying (1) 6,945 12,932 -46.3% Reported 18,763 25,126 -25.3% HK$ HK$ Change Earnings per share Adjusted underlying (1) 1.18 0.77 +53.2% Underlying (1) 1.19 2.27 -47.6% Reported 3.21 4.40 -27.0% HK$ HK$ Change Dividends per share Special interim - 1.76 N/A First interim 0.22 0.18 +22.2% Second interim 0.38 - N/A Financial Position 2012 2011 Change Net debt (HK$M) 28,921 27,700 +4.4% Gearing Ratio 15.0% 15.7% -0.7%pt Net asset value per share (2) (HK$) 32.93 30.09 +9.4% (1) Underlying profit adjusts principally for the impact of changes in the fair value of investment properties and the deferred tax on investment properties. Adjusted underlying profit further adjusts for the impact of the disposal of investment properties and net impairment losses from hotels and trading properties. (2) Net asset value refers to total equity attributable to the Company’s shareholders.

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Page 1: For Immediate Release Swire Properties Announces 2012 ... · 14 March 2013, Hong Kong - Swire Properties Limited today announced adjusted underlying attributable profits of HK$6,932

For Immediate Release

Swire Properties Announces 2012 Annual Results

2012 2011

Results HK$M HK$M Change

Turnover 14,052 9,581 +46.7%

Gains on revaluation of investment properties 12,273 20,345 -39.7%

Profit attributable to Company’s shareholders

Adjusted underlying(1) 6,932 4,372 +58.6%

Underlying(1) 6,945 12,932 -46.3%

Reported 18,763 25,126 -25.3%

HK$ HK$ Change

Earnings per share

Adjusted underlying(1) 1.18 0.77 +53.2%

Underlying(1) 1.19 2.27 -47.6%

Reported 3.21 4.40 -27.0%

HK$ HK$ Change

Dividends per share

Special interim - 1.76 N/A

First interim 0.22 0.18 +22.2%

Second interim 0.38 - N/A

Financial Position 2012 2011 Change

Net debt (HK$M) 28,921 27,700 +4.4%

Gearing Ratio 15.0% 15.7% -0.7%pt

Net asset value per share(2) (HK$) 32.93 30.09 +9.4%

(1) Underlying profit adjusts principally for the impact of changes in the fair value of investment properties and the deferred tax on

investment properties. Adjusted underlying profit further adjusts for the impact of the disposal of investment properties and net impairment losses from hotels and trading properties.

(2) Net asset value refers to total equity attributable to the Company’s shareholders.

Page 2: For Immediate Release Swire Properties Announces 2012 ... · 14 March 2013, Hong Kong - Swire Properties Limited today announced adjusted underlying attributable profits of HK$6,932

14 March 2013, Hong Kong - Swire Properties Limited today announced adjusted underlying attributable

profits of HK$6,932 million for 2012, a 58.6% increase from HK$4,372 million in 2011.

Gross rental income of the Company’s investment property portfolio increased by 5.4% to HK$9,015

million in 2012. In Hong Kong, there were positive rental reversions in the office portfolio throughout the

year. Occupancy levels remained high despite a slowdown in leasing activity. Demand for retail space in

Hong Kong continued to be robust in 2012. In Mainland China, the TaiKoo Hui development in

Guangzhou made its first full year rental contribution in 2012, after its completion in the second half of

2011. Net rental contributions from Sanlitun Village improved from 2011, reflecting active management of

the tenant portfolio, cost reductions and capital expenditure designed to enhance footfall and circulation.

Profits from property trading were HK$1,834 million in 2012. These principally arose from the completion

of the sale of 98 units at the AZURA residential development in Hong Kong.

Despite improved performances from the managed and non-managed hotels in Hong Kong, the hotel

operations recorded a lower underlying profit due to pre-opening expenses at the Mandarin Oriental in

TaiKoo Hui and EAST, Beijing at INDIGO.

In December 2012, Swire Properties agreed to acquire eight residential units at Hampton Court, 2

Draycott Park in Singapore as investment properties.

In January 2013, Swire Properties and Bal Harbour Shops entered into a joint venture agreement to

develop the retail component of Brickell CityCentre in Miami, Florida, U.S.A.

In March 2013, the company which owns the existing Citygate Outlets development at Tung Chung in

Hong Kong (in which the Group has a 20% equity interest) won a tender to develop an adjacent

commercial site.

Swire Properties Chairman Christopher Pratt commented on the company’s prospects: “We are cautious

about the outlook for office properties in Hong Kong in 2013. Demand from financial services companies

for office space in Central is likely to remain soft, although rents at Pacific Place are expected to prove

fairly resilient due to high occupancy. At Island East, rents are expected to remain robust owing to high

occupancy and continued demand.

Despite slower growth in the second half of 2012, the Hong Kong retail market is expected to continue to

benefit from local economic growth and from tourists from Mainland China. Demand for retail space,

particularly at prime locations, continues to be strong. Rents are expected to continue to increase.”

He added: “Demand for office space and rental rates are expected to remain stable in Mainland China in

2013. There has been some reduction in consumer confidence and lower growth in spending in Mainland

Page 3: For Immediate Release Swire Properties Announces 2012 ... · 14 March 2013, Hong Kong - Swire Properties Limited today announced adjusted underlying attributable profits of HK$6,932

China, but retailers of internationally branded goods in the few high quality shopping malls remain

popular. Retail rents are expected to be steady in 2013.

Profits from property trading in Hong Kong are expected to be lower in 2013 than in 2012, but

nevertheless significant, with the completion of the ARGENTA development and the expected sale of the

remaining units at the AZURA development. The effect of substantial increases and other changes in

Hong Kong stamp duty on demand for luxury residential properties is uncertain. In the U.S.A., the

residential market in downtown Miami is expected to continue to improve in 2013. Excess condominium

supply has been largely absorbed and new condominium developments are being built.

In 2013, the hotel operations will benefit from the fact that EAST, Beijing will be in operation for its first full

year and from a contribution from the Mandarin Oriental in TaiKoo Hui, Guangzhou.”

- End -

Page 4: For Immediate Release Swire Properties Announces 2012 ... · 14 March 2013, Hong Kong - Swire Properties Limited today announced adjusted underlying attributable profits of HK$6,932

About Swire Properties Swire Properties develops and manages commercial, retail, hotel and residential properties, with a particular focus on mixed-use development in prime locations at major mass transportation intersections. Listed on the Main Board of the Stock Exchange of Hong Kong, the Company’s investment portfolio in Hong Kong totals over 17 million sq ft (over 1.58 million sqm)* of gross floor area, with Island East and Pacific Place as its core holdings. In addition to Hong Kong, the Company has significant investments in Mainland China, the United States and the United Kingdom. In Mainland China, Swire Properties has a portfolio amounting to over 13.5 million sq ft (approximately 1.26 million sqm)*, including five mixed-use developments in Beijing, Guangzhou, Chengdu and Shanghai. Of these, Sanlitun Village and INDIGO in Beijing and TaiKoo Hui in Guangzhou have opened. Since 1980, the Company has been developing investment and trading properties on the island of Brickell Key in downtown Miami, Florida where it has created an acclaimed residential and commercial portfolio, including the new large-scale mixed-use project, Brickell CityCentre. Through Swire Hotels, the Company also creates and manages intriguing urban hotels in Hong Kong, Mainland China and the United Kingdom, aimed at providing an exceptional experience for travellers who seek individuality, style and personalised service. Visit Swire Properties’ website at www.swireproperties.com. * Gross floor area in respect of 100% of the properties excluding car park areas and not on an attributable basis.

For media enquiries, please contact:

Swire Properties Limited

Ms May Lam-Kobayashi

Head of Public Affairs

Tel: (852) 2844 3888

Email: [email protected]

Ms Lydia Tsui

Media Relations Manager

Tel: (852) 2844 3038

Email: [email protected]

Page 5: For Immediate Release Swire Properties Announces 2012 ... · 14 March 2013, Hong Kong - Swire Properties Limited today announced adjusted underlying attributable profits of HK$6,932

Hong Kong Exchanges and Clearing Limited and The Stock Exchange of Hong Kong Limited take no

responsibility for the contents of this announcement, make no representation as to its accuracy or

completeness and expressly disclaim any liability whatsoever for any loss howsoever arising from or in

reliance upon the whole or any part of the contents of this announcement.

SWIRE PROPERTIES LIMITED

(Incorporated in Hong Kong with limited liability)

(Stock Code: 01972)

2012 Final Results

For further information, please contact:

Ms May Lam-Kobayashi, Tel: +852 2844 3981 (office) / +852 9156 3437 (mobile)

Page 6: For Immediate Release Swire Properties Announces 2012 ... · 14 March 2013, Hong Kong - Swire Properties Limited today announced adjusted underlying attributable profits of HK$6,932

2012 FINAL RESULTS

CONTENTS

Page

Financial Highlights

1

Chairman’s Statement

2

Review of Operations

5

Financing

31

Financial Statements

34

Additional Information

49

Glossary

50

Financial Calendar and Information for Investors

51

Page 7: For Immediate Release Swire Properties Announces 2012 ... · 14 March 2013, Hong Kong - Swire Properties Limited today announced adjusted underlying attributable profits of HK$6,932

2012 FINAL RESULTS

1

FINANCIAL HIGHLIGHTS

2012 2011

Results Note HK$M HK$M Change

Turnover 14,052 9,581 +46.7%

Operating profit 21,508 26,945 -20.2%

Profit attributable to the Company's shareholders

Adjusted underlying (a),(c) 6,932 4,372 +58.6%

Underlying (b),(c) 6,945 12,932 -46.3%

Reported 18,763 25,126 -25.3%

Cash generated from operations 8,116 7,396 +9.7%

Net cash inflow before financing 1,474 17,418 -91.5%

HK$ HK$ Change

Earnings per share

Adjusted underlying (d) 1.18 0.77 +53.2%

Underlying (d) 1.19 2.27 -47.6%

Reported (d) 3.21 4.40 -27.0%

HK$ HK$ Change

Dividends per share

Special interim - 1.76 N/A

First interim 0.22 0.18 +22.2%

Second interim 0.38 - N/A

2012 2011

Financial Position HK$M HK$M Change

Total equity (including non-controlling interest) 193,256 176,575 +9.4%

Net debt 28,921 27,700 +4.4%

Gearing Ratio (b) 15.0% 15.7% -0.7%pt

HK$ HK$ Change

Equity attributable to the Company’s shareholders per share

Underlying (b),(c) 34.01 30.90 +10.1%

Reported (b) 32.93 30.09 +9.4%

Notes:

(a) Adjusted underlying profit excludes the impact of changes in the fair value of investment properties and the deferred tax on

investment properties, as well as profit from the disposal of investment properties. Refer to glossary on page 50 for definition.

(b) Refer to glossary on page 50 for definition.

(c) A reconciliation between reported profit, underlying profit and adjusted underlying profit and reported equity and underlying equity

attributable to the Company’s shareholders is provided on pages 5 and 6.

(d) Refer to Note 9 in the accounts for the weighted average number of shares.

2012 2011

Underlying profit by segments HK$M HK$M

Property investment 5,083 4,343

Property trading 1,834 (71)

Hotels 15 100

Capital profits less impairments 13 8,560

6,945 12,932

Page 8: For Immediate Release Swire Properties Announces 2012 ... · 14 March 2013, Hong Kong - Swire Properties Limited today announced adjusted underlying attributable profits of HK$6,932

2012 FINAL RESULTS

2

CHAIRMAN’S STATEMENT

Our consolidated profit attributable to shareholders

for 2012 was HK$18,763 million, compared to

HK$25,126 million in 2011. Adjusted underlying

profit attributable to shareholders, which principally

adjusts for changes in the valuation of investment

properties and profits from the disposal of

investment properties, increased by HK$2,560

million from HK$4,372 million in 2011 to

HK$6,932 million in 2012.

DDiivviiddeennddss

The Company’s policy is to pay dividends which

will average approximately 50% of the underlying

profit attributable to shareholders over the economic

cycle. We will reevaluate this policy in the light of

our financial position and the prevailing economic

climate.

The Directors have declared a second interim

dividend in lieu of final dividend of HK¢38 (2011

interim dividend in lieu of final dividend: HK¢18)

per share which, together with the first interim

dividend of HK¢22 per share paid in October 2012,

amount to full year dividends of HK¢60 per share.

The second interim dividend, which totals

HK$2,223 million (2011: interim dividend of

HK$1,053 million), will be paid on Thursday, 2nd

May 2013 to shareholders registered at the close of

business on the record date, being Friday, 5th

April

2013. Shares of the Company will be traded ex-

dividend from Tuesday, 2nd

April 2013.

The register of members will be closed on Friday, 5th

April 2013, during which day no transfer of shares

will be effected. In order to qualify for entitlement

to the second interim dividend, all transfer forms

accompanied by the relevant share certificates must

be lodged with the Company’s share registrars,

Computershare Hong Kong Investor Services

Limited, 17th

Floor, Hopewell Centre, 183 Queen’s

Road East, Hong Kong, for registration not later

than 4:30 p.m. on Wednesday, 3rd

April 2013.

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In January 2012, our shares were listed on The

Stock Exchange of Hong Kong Limited by way of

introduction.

In January 2012, redevelopment works commenced

at 23 Tong Chong Street in Quarry Bay. This

property is being redeveloped into serviced

apartments and is expected to be completed in late

2014.

In March 2012, the retail component of the INDIGO

development in Beijing started to open in phases.

The entire development, including retail, office and

hotel components, officially opened in September

2012. The Group has a 50% economic interest in

this development, which has a total area of 1.9

million square feet.

In March 2012, OPUS HONG KONG, a luxury

residential property designed by Pritzker Prize

winning architect Frank Gehry, was completed.

Swire Properties was responsible for the

redevelopment of this property, which is owned by

Swire Pacific Limited, and is responsible for its

leasing and management.

In May 2012, pre-sales started of units in the

ARGENTA luxury residential development in Hong

Kong. 6 of the 30 units have been pre-sold, with

completion expected in the second half of 2013.

In May 2012, Swire Properties established a US$3

billion Medium Term Note Programme. Notes with

a principal amount of US$500 million were issued

under the programme in June 2012. Further notes

with total principal amounts of HK$800 million and

US$500 million were issued in August 2012 and

March 2013 respectively.

In June 2012, the occupation permit for the property

at 28 Hennessy Road, Hong Kong, a 145,390 square

foot office building, was issued. Handover to tenants

commenced in the second half of 2012.

In June 2012, development works commenced at

the mixed-use development Brickell CityCentre in

Miami, U.S.A. Phase 1 of the development,

comprising retail, office, hotel and residential

components, is scheduled to be completed in 2015.

In September 2012, the occupation permit for the

AZURA residential development at Mid-Levels

West, Hong Kong was issued. As at 13th

March

2013, 111 units had been sold. Completion of the

sales of 98 of these units took place in 2012.

Completion of the sales of a further three units have

taken place up to 13th

March 2013. Completion of

the sales of ten units will take place later in 2013.

In December 2012, Swire Properties hosted

celebrations for its 40th anniversary at TaiKoo Place

Page 9: For Immediate Release Swire Properties Announces 2012 ... · 14 March 2013, Hong Kong - Swire Properties Limited today announced adjusted underlying attributable profits of HK$6,932

2012 FINAL RESULTS

3

in Island East, Hong Kong, where Swire Properties

began operations in 1972.

In December 2012, Swire Properties agreed to

acquire eight residential units at Hampton Court, 2

Draycott Park in Singapore as investment properties.

In January 2013, the Mandarin Oriental Hotel in

TaiKoo Hui, Guangzhou, opened with 263 guest

rooms and 24 serviced apartments.

In January 2013, Swire Properties and Bal Harbour

Shops entered into a joint venture agreement to

develop the retail component of Brickell CityCentre

in Miami, Florida, U.S.A. The Group holds an

87.5% interest in the joint venture and will remain

the primary developer while Bal Harbour Shops will

contribute equity and its retail expertise as co-

developer.

In March 2013, the company which owns the

existing Citygate Outlets development at Tung

Chung in Hong Kong (in which the Group has a

20% equity interest) won a tender to develop an

adjacent commercial site.

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The increase in adjusted underlying profit from

HK$4,372 million in 2011 to HK$6,932 million in

2012 principally reflects a contribution of HK$1,834

million from property trading. Underlying profits

from property investment also increased. This

reflected positive rental reversions in Hong Kong,

improved performance at Sanlitun Village and the

first full year contribution from the TaiKoo Hui

development, offset in part by the loss of rental

income following the disposal of Festival Walk and

pre-opening expenses at INDIGO. Despite

improved performances from the managed and non-

managed hotels in Hong Kong, the hotel operations

recorded a lower underlying profit due to pre-

opening expenses at the Mandarin Oriental in

TaiKoo Hui and EAST, Beijing at INDIGO.

Gross rental income was HK$9,015 million in 2012

compared to HK$8,557 million in 2011. There were

positive rental reversions in the Hong Kong office

portfolio throughout the year. Occupancy levels

remained high despite a slowdown in leasing

activity. Demand for retail space in Hong Kong

continued to be robust during 2012.

In Mainland China, the TaiKoo Hui development in

Guangzhou made its first full year rental

contribution in 2012, after its completion in the

second half of 2011. Net rental contributions from

Sanlitun Village improved from 2011, reflecting

active management of the tenant portfolio, cost

reductions and capital expenditure designed to

enhance footfall and circulation.

The significant profits from property trading

principally arose from the completion of the sale of

98 units at the AZURA residential development in

Hong Kong.

Net finance charges were HK$1,367 million, a 7.5%

decrease from HK$1,477 million in 2011. The

decrease reflected interest income received from a

loan to our joint venture partner at the Daci Temple

development in Chengdu, a lower finance charge

arising from the movement in the fair value of a put

option held by the owner of the non-controlling

interest at Sanlitun Village, Beijing and lower

finance charges in Hong Kong due to lower average

borrowing levels, partially offset by higher net

finance charges in Mainland China on borrowings

incurred to fund capital expenditure at Sanlitun

Village, Beijing and TaiKoo Hui, Guangzhou.

Net investment property valuation gains in the

Group’s subsidiaries, plus the Group’s share of

investment property valuation gains in jointly

controlled and associated companies, before

deferred tax relating to investment properties in

Mainland China in 2012, was HK$12,865 million,

compared to a net gain in 2011 of HK$21,066

million.

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Net debt as at 31st December 2012 was HK$28,921

million, compared with HK$27,700 million as at 31st

December 2011. Gearing decreased by 0.7

percentage points from 15.7% to 15.0%. Cash and

undrawn committed facilities totalled HK$9,278

million as at 31st December 2012, compared with

HK$9,183 million as at 31st December 2011. Swire

Properties will continue to refinance (as necessary

on maturity) inter-group funding provided by Swire

Pacific and will do so on a stand-alone basis without

recourse to Swire Pacific.

Page 10: For Immediate Release Swire Properties Announces 2012 ... · 14 March 2013, Hong Kong - Swire Properties Limited today announced adjusted underlying attributable profits of HK$6,932

2012 FINAL RESULTS

4

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The Company recognises the importance of acting

responsibly towards those with whom it deals,

including employees and the communities in which

we operate, and towards the natural environment. In

2012, TaiKoo Hui, our mixed-use development in

Guangzhou, achieved LEED Gold certification and

our INDIGO development in Beijing achieved

LEED Platinum and Gold certifications. The Group

is providing US$1 million per year in research

funding over the period 2012 to 2014 to our Joint

Research Centre for Building Energy Efficiency and

Sustainability with Tsinghua University.

PPrroossppeeccttss

We are cautious about the outlook for office

properties in Hong Kong in 2013. Demand from

financial services companies for office space in

Central is likely to remain soft, although rents at

Pacific Place are expected to prove resilient due to

high occupancy. At Island East, rents are expected

to remain robust owing to very high occupancy and

stronger demand.

Despite slower growth in the second half of 2012,

the Hong Kong retail market is expected to continue

to benefit from local economic growth and from

tourists from Mainland China. Demand for retail

space, particularly at prime locations, continues to

be strong. Rents are expected to continue to

increase.

Demand for office space and rental rates are

expected to remain stable in Mainland China in

2013. There has been some reduction in consumer

confidence and lower growth in spending in

Mainland China, but retailers of internationally

branded goods in the few high quality shopping

malls remain popular. Retail rents are expected to

be steady in 2013.

Profits from property trading in Hong Kong are

expected to be lower in 2013 than in 2012, but

nevertheless significant, with the completion of the

ARGENTA development and the expected sale of

the remaining units at the AZURA development.

The effect of substantial increases and other changes

in Hong Kong stamp duty on demand for luxury

residential properties is uncertain. In the U.S.A., the

residential market in downtown Miami is expected

to continue to improve gradually in 2013. Excess

condominium supply has been largely absorbed and

new condominium developments are being built.

In 2013, the hotel operations will benefit from the

fact that EAST, Beijing will be in operation for its

first full year and from a contribution from the

Mandarin Oriental in TaiKoo Hui, Guangzhou.

On behalf of the shareholders and my fellow

Directors, I wish to express our appreciation to all

our employees, whose commitment and hard work

have been central to our continuing success.

By Order of the Board

SWIRE PROPERTIES LIMITED

Christopher Pratt

Chairman

Hong Kong, 14th

March 2013

Page 11: For Immediate Release Swire Properties Announces 2012 ... · 14 March 2013, Hong Kong - Swire Properties Limited today announced adjusted underlying attributable profits of HK$6,932

2012 FINAL RESULTS

5

REVIEW OF OPERATIONS

2012

HK$M

2011

HK$M

Turnover

Gross rental income derived from

Offices 5,008 4,537

Retail 3,675 3,710

Residential 332 310

Other revenue (1) 108 94

Property investment 9,123 8,651

Property trading 4,147 213

Hotels 782 717

Total turnover 14,052 9,581

Operating profit/(loss) derived from

Property investment 6,879 6,743

Valuation gains on investment properties 12,273 20,345

Property trading 2,395 (50)

Hotels (39) (93)

Total operating profit 21,508 26,945

Share of post-tax profits from jointly controlled and associated companies 821 1,007

Attributable profit 18,763 25,126

(1) Other revenue is mainly estate management fees

Additional information is provided in the following section to reconcile reported and underlying profit and equity

attributable to the Company’s shareholders. These reconciling items principally adjust for the net revaluation

movements on investment properties and the associated deferred tax in Mainland China and for other deferred tax

provisions in relation to investment properties. There is a further adjustment to remove the effect of the movement

in the fair value of the liability in respect of a put option in favour of the owner of a non-controlling interest in

Sanlitun Village. Adjusted underlying profit excludes profits from the disposal of investment properties and net

impairment losses from our hotels and trading properties.

Note

2012

HK$M

2011

HK$M

Underlying profit

Profit attributable to the Company’s shareholders per accounts 18,763 25,126

Adjustments re investment properties:

Revaluation of investment properties (a) (12,865) (21,066)

Deferred tax on investment properties (b) 664 526

Realised profit on sale of investment properties (c) 176 8,020

Depreciation of investment properties occupied by the Group (d) 15 22

Non-controlling interests’ share of revaluation movements less deferred tax 17 45

Movement in the fair value of the liability in respect of a put option in favour

of the owner of a non-controlling interest in Sanlitun Village

(e)

175

259

Underlying profit attributable to the Company’s shareholders 6,945 12,932

Other significant items:

Profit on sale of investment properties (9) (8,615)

Net impairment (reversal) / loss (4) 55

Adjusted underlying profit attributable to the Company’s shareholders 6,932 4,372

Page 12: For Immediate Release Swire Properties Announces 2012 ... · 14 March 2013, Hong Kong - Swire Properties Limited today announced adjusted underlying attributable profits of HK$6,932

2012 FINAL RESULTS

6

Note

2012

HK$M

2011

HK$M

Underlying equity

Equity attributable to the Company’s shareholders per accounts 192,614 176,043

Deferred tax on investment properties 3,949 3,285

Unrecognised valuation gains on hotels held as part of mixed-use developments (f) 1,736 912

Revaluation of investment properties occupied by the Group 646 476

Cumulative depreciation of investment properties occupied by the Group 38 33

Underlying equity attributable to the Company’s shareholders 198,983 180,749

Underlying non-controlling interests 648 576

Underlying equity 199,631 181,325

Notes:

(a) This represents the net revaluation movements as shown in the consolidated income statement and the Group's share of net revaluation

movements of jointly controlled and associated companies.

(b) This represents deferred tax movements on the Group’s investment properties, plus the Group’s share of deferred tax movements on

investment properties held by jointly controlled and associated companies. These principally comprise the deferred tax on revaluation

movements on investment properties in Mainland China and deferred tax provisions made in respect of investment properties held for

the long-term where it is considered that the liability will not reverse for some considerable time.

(c) Prior to the implementation of HKAS 40, changes in the fair value of investment properties were recorded in the revaluation reserve

rather than the consolidated income statement. On sale, the revaluation gains were transferred from the revaluation reserve to the

consolidated income statement.

(d) Prior to the implementation of HKAS 40, no depreciation was charged on investment properties occupied by the Group.

(e) The value of the put option in favour of the owner of a non-controlling interest in Sanlitun Village is calculated principally by reference

to the estimated fair value of the portions of the Sanlitun Village investment property in which the minority partner is interested.

(f) Under HKAS 40, hotel properties are stated in the accounts at cost less accumulated depreciation and any provision for impairment

losses, rather than at fair value. If HKAS 40 did not apply, those hotel properties owned by subsidiary and jointly controlled companies

and held for the long-term as part of mixed-use property developments would be accounted for as investment properties. Accordingly,

any increase or write-down in their value would be recorded in the revaluation reserve rather than the consolidated income statement.

Underlying Profit Adjusted underlying profit in 2012 increased by HK$2,560 million, from HK$4,372 million to HK$6,932 million.

This principally reflected an increase in profits from property trading of HK$1,905 million, which in turn arose

largely from the sale of residential units at AZURA in Hong Kong. Profits from property investment increased by

HK$474 million, due to higher rental income in Hong Kong, an improvement in performance at Sanlitun Village

in Beijing and the first full year contribution from the TaiKoo Hui development in Guangzhou, partially offset by

loss of rental income from Festival Walk following its disposal in August 2011 and pre-opening expenses at

INDIGO in Beijing. The hotel portfolio recorded a lower profit in 2012 as the improved results of the managed

hotels and non-managed hotels were more than offset by pre-opening expenses at EAST, Beijing and the Mandarin

Oriental Hotel in TaiKoo Hui. The movement in non-recurring items reflected the absence of one-off expenses

incurred in connection with the listing of the shares of the Company on The Stock Exchange of Hong Kong

Limited.

Page 13: For Immediate Release Swire Properties Announces 2012 ... · 14 March 2013, Hong Kong - Swire Properties Limited today announced adjusted underlying attributable profits of HK$6,932

2012 FINAL RESULTS

7

Portfolio Overview The aggregate gross floor area (“GFA”) attributable to the Group as at 31

st December 2012 was approximately

29.6 million square feet.

Out of the aggregate GFA attributable to the Group, approximately 25.1 million square feet are investment

properties, comprising completed investment properties of approximately 20.8 million square feet and investment

properties under development or held for future development of approximately 4.3 million square feet. In Hong

Kong, this investment property portfolio comprises approximately 14.4 million square feet attributable to the

Group of primarily Grade A office and retail premises, hotels, serviced apartments and other luxury residential

accommodation. In Mainland China, Swire Properties has interests in five major commercial mixed-use

developments in prime locations in Beijing, Shanghai, Guangzhou and Chengdu. These developments are

expected to comprise approximately 8.4 million square feet of attributable GFA when they are all completed.

Outside Hong Kong and Mainland China, the investment property portfolio comprises the Brickell CityCentre

project in Miami in the U.S.A. and interests in hotels in the U.S.A. and the U.K.

The tables below illustrate the GFA (attributable to the Group) of the investment property portfolio as at 31st

December 2012.

Completed Investment Properties

(GFA attributable to the Group in million square feet)

Office

Retail

Hotels (1)

Residential/

Serviced

Apartments

Total

Hong Kong 10.6 2.4 0.7 0.6 14.3

Mainland China 2.0 3.0 0.9 0.1 6.0

U.S.A. and Others - - 0.5 - 0.5

TOTAL 12.6 5.4 2.1 0.7 20.8

Investment Properties under development or held for future development

(expected GFA attributable to the Group in million square feet)

Office

Retail

Hotels (1)

Residential/

Serviced

Apartments

Total

Hong Kong - - - 0.1 0.1

Mainland China 0.9 1.1 0.4 - 2.4

U.S.A. 1.0 0.5 0.2 0.1 1.8

TOTAL 1.9 1.6 0.6 0.2 4.3

Total Investment Properties

(GFA (or expected GFA) attributable to the Group in million square feet)

Office

Retail

Hotels (1)

Residential/

Serviced

Apartments

Total

TOTAL 14.5 7.0 2.7 0.9 25.1

(1) Hotels are accounted for under property, plant and equipment in the accounts.

The trading property portfolio comprises land, apartments and offices under development in Hong Kong, in Miami

in the U.S.A. and in Mainland China, together with the remaining units for sale at AZURA and 5 Star Street in

Hong Kong and at the ASIA residential development in Miami in the U.S.A..

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8

The table below illustrates the GFA (or expected GFA) attributable to the Group of the trading property portfolio

as at 31st December 2012.

Trading Properties

(GFA (or expected GFA) attributable to the Group in million square feet)

Completed

Under

Development

or held for

future

development

Total

Hong Kong 0.1 0.8 0.9

Mainland China - 0.7 0.7

U.S.A. - 2.9 2.9

TOTAL 0.1 4.4 4.5

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2012 FINAL RESULTS

9

Investment Properties – Hong Kong

Offices

Overview

The completed office portfolio in Hong Kong comprises an aggregate of 10.9 million square feet of space on a

100% basis. Total attributable gross rental income from our office properties in Hong Kong was HK$4,985

million in 2012. As at 31st December 2012, our office properties in Hong Kong were valued at HK$124,620

million. Of this amount, Swire Properties’ attributable interest represented HK$120,873 million.

Hong Kong Office Portfolio

Gross Floor Area (sq.ft.)

(100% Basis)

Occupancy

(as at 31st Dec 2012)

Attributable

Interest

Pacific Place 2,186,433 97% 100%

Cityplaza 1,632,930 98% 100%

TaiKoo Place Office Towers (1) 3,136,541 99% 50% / 100%

One Island East 1,537,011 100% 100%

Techno Centres (2) 1,816,876 100% 100%

Others (3) 606,977 99% 20% / 50%/100%

Total 10,916,768

(1) Including PCCW Tower of which Swire Properties owns 50%.

(2) The occupancy rate at 31st December 2012 excludes Somerset House as the property is planned for redevelopment in 2013.

(3) Others comprise One Citygate (20% owned) , 625 King’s Road (50% owned) and 28 Hennessy Road (wholly-owned), which was

completed in the fourth quarter of 2012. The occupancy rate at 31st December 2012 excludes 28 Hennessy Road.

Gross rental income from the Group’s Hong Kong office portfolio for 2012 increased by 7% over 2011, to

HK$4,798 million. The Hong Kong offices performed well in 2012. Demand for space was strong in the first

half, both from new tenants and from existing tenants taking expansion space. Demand slowed in the second half,

but growth in rental income continued as a result of reversionary rent increases. Occupancy rates at Pacific Place

and Island East remained high throughout the year. As at 31st December 2012, the overall office portfolio as

shown in the table above was 98% let.

The table below shows the mix of tenants of the office properties by the principal nature of their businesses (based

on internal classifications) as a percentage of the office area attributable to the Group as at 31st December 2012.

Office Area Attributable to the Group by Tenants’ Trades

(As at 31st December 2012)

Banking/Finance/Securities/Investment 31.3%

Professional Services (Accounting/Legal/Management Consulting/Corporate Secretarial) 9.8%

Insurance 7.0%

Technology/Media/Telecoms 16.3%

Real Estate/Construction/Development/Architecture 8.7%

Trading 15.5%

Advertising and Public Relations 3.8%

Others 7.6%

As at 31

st December 2012, the top ten office tenants (based on rental income in the twelve months ended 31

st

December 2012) together occupied approximately 21% of the total office area in Hong Kong.

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Pacific Place

The offices at One, Two and Three Pacific Place performed relatively well in 2012 despite increased vacancy in

Central and thin demand from Central based tenants. The occupancy rate was 97% as at 31st December 2012.

Major new lettings concluded in 2012 were Watson Farley Williams, Beijing Poly International Auctions and Neo

Derm. Korean Exchange Bank, Bank of Japan, Michael Page, Erste Group Bank, Denis Chang Chambers, Kim

Eng Securities, Mirae Asset Investment Management, MGPA and Goodman renewed their leases.

Island East

Cityplaza One, Three and Four performed strongly in 2012. The occupancy rate was 98% as at 31

st December

2012. New tenants in 2012 included Jardine Lloyd Thompson and Deloitte. Nikon, OTIS, MetLife, Nokia,

Juniper Networks, MSIG Insurance, Cathay Pacific Holidays and Guardian Property Management & Savills

Property Management renewed their leases.

The TaiKoo Place Office Towers comprise six office towers (including PCCW Tower, in which we have a 50%

interest). The occupancy rate was 99% at 31st December 2012. Major new lettings and existing tenants taking

additional space in 2012 were B.A.T. China, Bulgari, China CITIC Bank International, LVMH Watch & Jewelery,

Lenovo, QBE and Wrigley’s. ANZ, BP Asia, Benoy, Cable & Wireless, Cargill, Godiva, JC Decaux, Logitech,

McDonald’s, Philippe Charriol, Pure Yoga, RBS, RSA, Turner Broadcasting System and The Stock Exchange of

Hong Kong renewed their leases.

One Island East, our landmark property in Island East, had an occupancy rate of 100% as at 31st December 2012.

The three Techno Centres performed strongly despite the planned redevelopment of Somerset House in 2013. As

at 31st December 2012, the occupancy rate of the other two Techno Centres (Cornwall House and Warwick House)

was 100%.

Hong Kong Office Market Outlook

We remain cautious about the outlook for 2013. Demand, particularly from the finance sector, is likely to remain

soft due to uncertain market conditions. However, occupancy at Pacific Place is high and there are no major

leases expiring until the latter part of 2013. Rents in Pacific Place are therefore expected to prove fairly resilient in

2013.

Our completed office portfolio expanded in the fourth quarter of 2012 with the completion of 28 Hennessy Road

(145,390 square feet). Two of the 24 floors have been leased. The property continues to attract interest from

smaller businesses currently based in Central.

Refurbishment at our 81,346 square feet property at 8 Queen’s Road East is expected to be completed in the first

half of 2013. The entire building has been leased for a ten-year term.

At Island East, rentals are expected to remain robust due to high occupancy. Somerset House, one of the techno-

centres, is planned for redevelopment in 2013.

The following table shows the percentage of the total rental income attributable to the Group from the office

properties in Hong Kong, for the month ended 31st December 2012, derived from leases expiring in the periods

with no committed renewals or new lettings. Tenancies accounting for approximately 17% of the rental income in

the month of December 2012 are due to expire in 2013, with a further 19% due to expire in 2014.

Office Lease Expiry Profile (As at 31st December 2012)

2013 17.0%

2014 18.5%

2015 & Beyond 64.5%

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Retail

Overview

The completed retail portfolio in Hong Kong comprises an aggregate of 2.8 million square feet of space on a

100% basis, principally The Mall, Pacific Place, Cityplaza in Island East, and Citygate Outlets at Tung Chung.

The malls are wholly-owned by Swire Properties (except for Citygate Outlets, in which Swire Properties has a

20% interest) and are managed by Swire Properties. Total attributable gross rental income from our retail

properties in Hong Kong was HK$2,572 million in 2012. As at 31st December 2012, our retail properties in Hong

Kong were valued at HK$49,725 million. Of this amount, Swire Properties attributable interest represented

HK$44,606 million.

Hong Kong Retail Portfolio

Gross Floor Area (sq.ft.)

(100% Basis)

Occupancy

(as at 31st Dec 2012)

Attributable

Interest

The Mall, Pacific Place 711,182 100% 100%

Cityplaza Mall 1,105,227 100% 100%

Citygate Outlets 462,439 100% 20%

Others (1) 530,467 100% 20%/60%/100%

Total 2,809,315

(1) Others largely comprise Taikoo Shing neighbourhood shops and StarCrest retail premises (which are wholly-owned), Island Place retail

premises (60% owned) and Tung Chung retail premises (20% owned).

Rental income from the retail portfolio in Hong Kong improved in 2012, with positive rental reversions throughout

the portfolio, reflecting strong demand for retail space and the lack of supply in prime locations.

Gross rental income from the retail portfolio was HK$2,496 million in 2012, a decrease of 16% from 2011, due to

the loss of rental contribution from Festival Walk following its disposal. Disregarding Festival Walk, gross rental

income from the retail portfolio increased by 5% from 2011. Rental reversions were generally positive and were

particularly strong at Pacific Place, reflecting strong demand for retail space and the expectation of continued

strong retail sales in 2013.

Retail sales in the principal malls managed by the Group were 4.7% higher in 2012 than in 2011. Occupancy at

the Group’s wholly-owned malls was effectively 100% throughout the year.

The table below show the mix of the tenants of the retail properties by the principal nature of their businesses

(based on internal classifications) as a percentage of the retail area attributable to the Group as at 31st December

2012.

Retail Area Attributable to the Group by Tenants’ Trades

(As at 31st December 2012)

Department Stores 23.1%

Food & Beverages 14.6%

Cinemas 5.0%

Jewellery & Watches 1.6%

Fashion & Accessories 23.3%

Ice Rinks 1.1%

Supermarket 3.4%

Others 27.9%

As at 31st December 2012, the top ten retail tenants (based on rental income in the twelve months ended 31

st

December 2012) together occupied approximately 30% of our total retail area in Hong Kong.

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The Mall, Pacific Place

The Mall at Pacific Place is an integral part of the mixed-use Pacific Place development. The office and the four

hotels at Pacific Place provide a secure flow of shoppers for the mall. Retail sales at The Mall increased by 0.3%

in 2012, after adjusting for closures or fitting out of department stores reflecting changes in tenants. Average same

store growth in 2012 (disregarding major shops which were closed or fitted out in 2011 and 2012) was 3.3%.

The Mall remained virtually fully let during the year, with the only void periods resulting from tenant changes.

The space previously occupied by Lane Crawford has been reconfigured to include Burberry’s flagship store and a

beauty gallery to house retailers of upscale cosmetic and skin care brands. An additional arcade has been created

to enhance pedestrian flow within the Mall.

Cityplaza Mall

Cityplaza is one of the most popular regional shopping centres in Hong Kong and is the biggest such centre on

Hong Kong Island. It principally serves Hong Kong residents, but the opening of the adjacent EAST Hotel

resulted in higher patronage from visitors from outside Hong Kong. Retail sales increased by 6.0% in 2012. The

property was virtually fully occupied during 2012.

Citygate Outlets

Sales at Citygate Outlets, the only outlet mall in Hong Kong, increased by 21.2% in 2012. The tenth floor of One

Citygate, the office building which is connected to the outlet mall, was converted to retail use in December 2011,

with encouraging results. Citygate Outlets remained virtually fully let at all times in 2012.

Hong Kong Retail Market Outlook

Despite uncertainties in the global economy and slower growth in the sale of luxury goods in the second half of

2012, the Hong Kong retail market is expected to continue to benefit from local economic growth and from

tourists from Mainland China. Demand for retail space, particularly at prime locations, continues to be strong.

Rents are expected to continue to increase.

The following table shows the percentage of the total rental income attributable to the Group from the retail

properties in Hong Kong, for the month ended 31st December 2012, derived from leases expiring in the periods

with no committed renewals or new lettings. Tenancies accounting for approximately 15% of the rental income in

the month of December 2012 are due to expire in 2013, with a further 21% due to expire in 2014.

Retail Lease Expiry Profile (As at 31st December 2012)

2013 14.6%

2014 21.1%

2015 & Beyond 64.3%

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2012 FINAL RESULTS

13

Residential The completed residential portfolio comprises Pacific Place Apartments at Pacific Place in Hong Kong and a small

number of luxury houses and apartments on Hong Kong Island, with a total floor area of 483,711 square feet.

Occupancy at the residential portfolio was approximately 86% at 31st December 2012, reflecting a reduction in

demand for space at Pacific Place Apartments in the last quarter of 2012.

Demand for our residential properties is expected to remain stable in 2013.

Investment Properties Under Construction

8 Queen’s Road East

Swire Properties has leased the whole of 8 Queen’s Road East, a 19-storey commercial building with 81,346

square feet of space, for a ten year term. Refurbishment of the building is scheduled to be completed later in the

first half of 2013.

23 Tong Chong Street

The property at 23 Tong Chong Street in Quarry Bay is being redeveloped into serviced apartments and is

expected to be completed in 2014. The aggregate floor area upon completion will be approximately 75,000 square

feet.

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2012 FINAL RESULTS

14

Investment Properties – Mainland China

Overview The property portfolio in Mainland China comprises an aggregate of 13.5 million square feet of space (9.1 million

square feet attributable to the Group), of which 7.3 million square feet are completed properties with the remaining

6.2 million square feet under development. Total attributable gross rental income from our investment properties

in Mainland China was HK$1,457 million in 2012. As at 31st December 2012, our investment property portfolio

in Mainland China was valued at HK$44,269 million. Of this amount, Swire Properties’ attributable interest

represented HK$31,341 million.

Property Portfolio (1) – Mainland China

Gross Floor Area (sq.ft.) (100% Basis)

Total

Investment

Properties

Hotels,

Trading

Properties and

Others

Year of

Opening

Attributable

interest

Completed

Sanlitun Village, Beijing (2) (3) 1,465,771 1,296,308 169,463 2008 80%/ 100%

TaiKoo Hui, Guangzhou(4) 3,840,197 3,256,013 584,184 2011 97%

INDIGO, Beijing(5) 1,893,226 1,534,957 358,269 2011 50%

Beaumonde Retail Podium,

Guangzhou 90,847 90,847 - 2008 100%

Others (6) 29,584 2,898 26,686 N/A 100%

Sub-Total 7,319,625 6,181,023 1,138,602

Under Development

Dazhongli Project, Shanghai 3,469,398 2,926,204 543,194 2016 50%

Daci Temple Project, Chengdu (7) 2,712,077 1,223,674 1,488,403 2014 50%

Sub-Total 6,181,475 4,149,878 2,031,597

Total 13,501,100 10,330,901 3,170,199

(1) Including the hotel and property trading components of these projects.

(2) Village North opened in 2010.

(3) Swire Properties owns 80% of the retail component of Sanlitun Village.

(4) The hotel and serviced apartments at TaiKoo Hui officially opened in January 2013.

(5) The office at INDIGO opened in 2011 while the retail mall and hotel opened in 2012.

(6) Including Longde Building and Tianhe Xinzuo residential apartments, which were acquired in 2005 and 2006 respectively.

(7) The office portion of the Daci Temple project is being developed for trading purposes.

The Group’s gross rental income from our investment properties in Mainland China in 2012 amounted to

HK$1,373 million, comprising HK$194 million from office properties and HK$1,179 million from retail

properties.

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2012 FINAL RESULTS

15

The table below illustrates the expected growth in attributable area of the completed property portfolio in

Mainland China.

Attributable Area of Completed Property Portfolio in Mainland China

(sq ft.) 2012 2013 2014 2015

2016 &

Onwards

Sanlitun Village, Beijing 1,206,509 1,206,509 1,206,509 1,206,509 1,206,509

TaiKoo Hui, Guangzhou 3,724,991 3,724,991 3,724,991 3,724,991 3,724,991

INDIGO, Beijing 946,613 946,613 946,613 946,613 946,613

Beaumonde Retail Podium, Guangzhou 90,847 90,847 90,847 90,847 90,847

Dazhongli Project, Shanghai - - - - 1,734,699

Daci Temple Project, Chengdu - 1,233,087 1,356,039 1,356,039 1,356,039

Others 29,584 29,584 29,584 29,584 29,584

Total 5,998,544 7,231,631 7,354,583 7,354,583 9,089,282

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2012 FINAL RESULTS

16

Completed Investment Properties

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Sanlitun Village, Beijing

Gross Floor Area (sq.ft.)

(100% Basis)

Occupancy

(as at 31st Dec 2012)

Attributable

Interest

Retail – Village South 776,909 97% 80%

Retail – Village North 519,399 90% 80%

Hotel – The Opposite House (1) 169,463 66% 100%

Total 1,465,771

(1) The hotel is accounted for under property, plant and equipment in the accounts and the occupancy rate is the average for the year 2012.

Sanlitun Village, a low-density complex, comprises two neighbouring retail sites and a hotel in the Chaoyang

District of Beijing. Sanlitun Village has over 200 shops and restaurants, including flagship stores, shops selling

lifestyle brands, and restaurants serving regional and international cuisines.

Village South concentrates on global fashion and lifestyle brands with a youthful appeal, including Mainland

China’s first Adidas global brand centre and first Apple store. During 2012, 27 new tenants were introduced in

Village South, so further increasing the diversity of the tenants. Village North focuses on international and Chinese

designer fashion brands, as well as restaurants and cafés. Miu Miu opened a flagship store at Village North in

2012, its largest in Asia.

Gross rental income at Sanlitun Village increased steadily in 2012, primarily reflecting increases in base rents at

both Village South and Village North. As at 31st December 2012, occupancy rates were 97% at Village South and

90% at Village North.

Sanlitun Village, with its open-plan architecture inspired by the concept of courtyards and hutongs, has become a

Beijing fashion destination. Swire Properties will continue to invest in improvement works designed to enhance

footfall and circulation, and to reinforce the property’s positioning. Demand for retail space remains strong in

Beijing, with owners of international brands continuing to focus heavily on Mainland China. This is expected to

have a positive impact on occupancy and rents.

Swire Properties owns 80% of the retail component of Sanlitun Village with the remaining 20% interest held by

Gateway China Fund I, a fund managed by Gaw Capital. The fund has an option to sell its 20% interest to Swire

Properties before the end of 2013. As at 31st December 2012, Sanlitun Village (excluding The Opposite House)

was valued at HK$9,790 million. Of this amount, Swire Properties’ 80% attributable interest represented

HK$7,832 million.

BBeeiijjiinngg RReettaaiill MMaarrkkeett OOuuttllooookk

Retail rents in Beijing are expected to grow steadily in 2013. This reflects continued demand from retailers of

international and local brands. Enquiries and inspections are strong. Owners of a diverse range of brands want to

enter the Mainland China market. There is strong demand for space to be used for large flagship stores.

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2012 FINAL RESULTS

17

TaiKoo Hui, Guangzhou

TaiKoo Hui, Guangzhou

Gross Floor Area (sq.ft.)

(100% Basis)

Occupancy

(as at 31st Dec 2012)

Attributable

Interest

Retail 1,472,730 99% 97%

Office 1,731,766 79% 97%

Hotel (1) 584,184 N/A 97%

Serviced Apartments 51,517 N/A 97%

Total 3,840,197 97%

(1) The hotel is accounted for under property, plant and equipment in the accounts and was opened in January 2013.

TaiKoo Hui is Swire Properties’ largest investment property in Mainland China. It is a large-scale retail-led

complex in the Tianhe Central Business District of Guangzhou, with a total area of approximately 3.84 million

square feet. Located at a transport hub, it has direct access to the city’s metro system and is close to the East

Railroad Station, which connects to Hong Kong. It incorporates a prime shopping mall, two Grade A office

towers, a 5-star hotel with serviced apartments managed by the Mandarin Oriental Hotel Group and a cultural

centre under development, together with approximately 700 car parking spaces, all of which are interconnected.

The shopping mall opened in September 2011 and, as at 31st December 2012, approximately 99% of the floor

area was leased and 98% of the shops were open and trading. Approximately 70% of the mall is tenanted by

retailers selling international brand names, with a number of brands making their debuts in Guangzhou. Sales of

luxury brands were encouraging in 2012 while some of the mass market brands which are new to Guangzhou

gained momentum. Tenants have committed to take (or have agreed terms in relation to) approximately 79% of

the floor area of the two office towers. HSBC, which is the largest tenant, occupies 29 floors, representing

approximately 47% of the total office floor area. The remaining vacant area is located in the high zone of office

tower 1, which is expected to command the best terms among all the office floors.

Retail sales are expected to increase in 2013. People are becoming more aware of TaiKoo Hui, the mix of tenants

is improving, more tenants are moving in and Mandarin Oriental, Guangzhou was opened in January 2013.

Swire Properties has a 97% stake in TaiKoo Hui, which is a joint venture with Guangzhou Da Yang Properties

Investment Limited (under the Guangzhou Daily Group). As at 31st December 2012, the development (excluding

the hotel) was valued at HK$12,983 million. Of this amount, Swire Properties’ 97% attributable interest

represented HK$12,594 million.

Guangzhou Market Outlook

TaiKoo Hui has established its position in the retail market and has attracted strong demand from international

brands. Total retail sales in Guangzhou grew steadily in 2012. This trend is expected to continue in 2013. New

retail malls were opened in Baiyun District and Zhujiang New Town in 2012.

The supply of office space increased significantly following completion of new office towers in Zhujiang New

Town. This has added to the already large existing stock of office space. The absorption rate in Guangzhou is low

and rental levels are under pressure. This is expected to continue in 2013.

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2012 FINAL RESULTS

18

INDIGO, Beijing

INDIGO, Beijing

Gross Floor Area (sq.ft.)

(100% Basis)

Occupancy

(as at 31st Dec 2012)

Attributable

Interest

Retail 939,493 84% 50%

Office 595,464 95% 50%

Hotel (1) 358,269 N/A 50%

Total 1,893,226 50%

(1) The hotel is accounted for under property, plant and equipment in the accounts and was opened in September 2012.

INDIGO is a retail-led mixed-use development in the Jiang Tai area of Chaoyang district in Beijing. It comprises

an upmarket shopping mall, a Grade A office tower (ONE INDIGO) and a 369-room lifestyle business hotel

EAST, Beijing. It has more than 1,200 car parking spaces and will be served by the Beijing Metro Line 14, which

is due to open in 2014.

The development was officially opened in September 2012. The shopping mall is 84% leased and approximately

70% of the shops are open and trading. GAP, H&M, Food Republic and Lenovo are the key tenants. The brands

available in the mall are intended to be attractive to residents of the affluent Jiuxianqiao, Lido, Wangjing and

Shunyi districts, which are close by. The office tower is 95% leased with a little over one floor remaining vacant.

Daimler Benz, Nestle and Alstom are key tenants. Patrons of EAST, Beijing come from offices in Wangjing and

from INDIGO’s own offices.

INDIGO is a 50:50 joint venture with Sino-Ocean Land Holdings Limited. As at 31st December 2012, the

development (excluding the hotel) was valued at HK$5,166 million. Of this amount, Swire Properties’ 50%

attributable interest represented HK$2,583 million.

Beijing Office Market Outlook

Demand in the Beijing office market continues to exceed supply. New supply in 2012 was the lowest in the last

decade and 2013 supply is also expected to be limited. Vacancy rates are slightly above 5%. Rental increases and

limited supply in the central business district continue to stimulate demand for office space in other areas.

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2012 FINAL RESULTS

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Investment Properties Under Development

Dazhongli Project, Shanghai

Dazhongli Project, Shanghai

Gross Floor Area (sq.ft.)

(100% Basis)

Attributable

Interest

Retail 1,081,362 50%

Office 1,844,842 50%

Hotels (1) 543,194 50%

Total 3,469,398 50%

(1) The hotels are accounted for under property, plant and equipment in the accounts.

The Dazhongli project is a large-scale retail-led mixed-use development which will comprise approximately 3.47

million square feet (excluding car parking spaces) upon completion. It occupies a prime location with significant

frontage on Nanjing West Road, one of Shanghai’s major shopping thoroughfares. It has excellent transport

connections, being adjacent to an existing metro line and two planned metro stations. The project comprises a

retail mall, two office towers and three hotels, and is expected to become a landmark development in Shanghai.

Site clearance and resettlement works have largely been completed. Foundation, excavation and basement

construction works have commenced. The development is expected to open in phases from 2016 onwards.

The Dazhongli project is a 50:50 joint venture with HKR International Limited. As at 31st December 2012, the

development (excluding the hotel) was valued at HK$13,750 million. Of this amount, Swire Properties’ 50%

attributable interest represented HK$6,875 million.

Shanghai Market Outlook

The prospects for the Shanghai commercial property market remain good. In the central business area of Puxi

demand for Grade A office space is strong, vacancy rates are low and new supply will be less than in other areas of

Shanghai. Demand for retail space in Shanghai is robust. Many new retailers are entering the market and space in

good quality new developments is quickly taken up. Dazhongli’s public transport links and prominent position in

the central business area of Puxi places it in a strong position to take advantage of these positive market trends.

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2012 FINAL RESULTS

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Daci Temple Project, Chengdu

Daci Temple Project, Chengdu

Gross Floor Area (sq.ft.)

(100% Basis)

Attributable

Interest

Retail 1,141,598 50%

Hotel (1) 163,828 50%

Serviced Apartments 82,076 50%

Office (2) 1,324,575 50%

Total 2,712,077 50%

(1) The hotel is accounted for under property, plant and equipment in the accounts.

(2) The office portion of the Daci Temple project is being developed for trading purposes.

The Daci Temple project, located in the Jinjiang District of Chengdu and near to the popular Chunxi Road

shopping district, will be accessible from an interchange station for Chengdu’s metro lines 2 and 3. Metro line 2

opened in September 2012 and line 3 is expected to open in 2015. With a site area of 761,869 square feet, the

project will form a large-scale urban development comprising a street style retail complex, a boutique hotel with

about 100 guest rooms, serviced apartments and a Grade A office tower.

Consisting of 2-3 storey retail blocks and open space with a basement connected to the metro, the retail complex is

designed to integrate harmoniously with the cultural heritage of the ancient Daci Temple and neighbouring historic

buildings.

Excavation and foundation works have commenced and the development is expected to open in phases from 2014

onwards.

The office tower is being developed for trading purposes.

The Daci Temple development is a 50:50 joint venture with Sino-Ocean Land Holdings Limited. In January 2012,

the Group entered into an arrangement with Sino-Ocean Land Limited, a wholly-owned subsidiary of Sino-Ocean

Land Holdings Limited to fund the whole of the remaining land premium (and associated taxes) payable in respect

of the Daci Temple project and certain working capital requirements. This arrangement was varied in January

2013. Please refer to Note 15 to the accounts for further details.

As at 31st December 2012, the Daci Temple development (excluding the hotel and office trading components) was

valued at HK$2,256 million. Of this amount, Swire Properties’ 50% attributable interest represented HK$1,128

million.

Chengdu Market Outlook

The Chengdu retail market grew strongly in 2012. Newly completed retail malls offered a new type of shopping to

Chengdu citizens. Demand to rent and buy office space, both from local companies and from outside Chengdu,

was also strong in 2012.

More new retail malls will be completed in the next three years. Well planned and designed malls in prime

locations are expected to be attractive to retailers, given continued strong growth in retail sales. Rentals can be

expected to remain strong for malls in central locations.

The opening of metro line 2 has improved the competitive position of Jinjiang District compared with other

business districts in Chengdu. The supply of space on major commercial streets and in the city centre is still

limited. The Fortune Global Forum is to be held in Chengdu in 2013. This should benefit the office market. The

market for renting and buying office space in major commercial streets is expected to remain active.

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2012 FINAL RESULTS

21

Investment Properties – U.S.A.

Brickell CityCentre, Miami

Brickell CityCentre, Miami

Gross Floor Area (sq.ft.)

(100% Basis)

Attributable

Interest

Retail 505,000 87.5%

Office 982,000 100%

Serviced Apartments 102,000 100%

Hotel (1) 218,000 100%

Residential (2) 1,128,000 100%

Carpark / Circulation 2,494,000 100%

Total 5,429,000

(1) The hotel is accounted for under property, plant and equipment in the accounts.

(2) The residential portion of the Brickell CityCentre is being developed for trading purposes.

Brickell CityCentre is an urban mixed-use development located in the Brickell financial district of Miami, Florida

with a site area of approximately 394,000 square feet (9.1 acres). The development incorporates a multi-level

open air shopping centre with two levels of below ground parking. A light rail Metromover station is within the

site. Swire Properties owns 100% of the office, hotel and residential portions, and 87.5% of the retail portion, of

this development.

The development is scheduled in two phases. Phase I is expected to comprise a retail component, a 264-room

hotel, 87 serviced apartments, two office buildings and two residential towers. The residential towers are being

developed for sale. Subject to market conditions, Phase II will provide additional office and car parking spaces.

Construction work on Phase I commenced in 2012 with completion scheduled in the latter half of 2015.

With little existing or expected retail competition in the area of similar scale and quality, it is believed that Brickell

CityCentre will generate rental rates comparable to those at leading shopping centres in Greater Miami.

As at 31st December 2012, the Brickell CityCentre development (excluding the hotel and residential trading

components) was valued at HK$554 million.

Miami Market Outlook

The overall property market in urban Miami is expected to improve in 2013. The retail market is expected to be

strong. Although currently over-supplied, the office market is showing some signs of improvement as vacancies

continue to decline.

Valuation of Investment Properties The portfolio of investment properties was valued at 31

st December 2012 (96% by value having been valued by

DTZ Debenham Tie Leung) on the basis of open market value. The amount of this valuation, before associated

deferred tax in Mainland China, was HK$201,981 million compared to HK$187,198 million at 31st December

2011 and HK$195,041 million at 30th

June 2012.

The increase in the valuation of the investment property portfolio principally reflects higher rental income.

Under HKAS 40, hotel properties are not accounted for as investment properties but are included within property,

plant and equipment at cost less accumulated depreciation and any provision for impairment losses.

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2012 FINAL RESULTS

22

Audited Financial Information

Investment Properties

Group

Completed

HK$M

Under

Development

HK$M

Total

HK$M

At 1st January 2012 174,951 12,247 187,198

Translation differences 190 - 190

Additions 394 1,812 2,206

Disposals - (2) (2)

Transfer upon completion 2,253 (2,253) -

Other net transfers from property, plant and equipment 111 5 116

Fair value gains 11,800 473 12,273

189,699 12,282 201,981

Add: Initial leasing costs 315 - 315

At 31st December 2012 190,014 12,282 202,296

At 1st January 2011 161,508 17,307 178,815

Translation differences 374 421 795

Additions 145 4,705 4,850

Change in composition of Group (18,263) - (18,263)

Transfer upon completion 11,142 (11,142) -

Other net transfers from property, plant and equipment 265 38 303

Other net transfers from property held for development 104 249 353

Fair value gains 19,676 669 20,345

174,951 12,247 187,198

Add: Initial leasing costs 290 - 290

At 31st December 2011 175,241 12,247 187,488

Geographical Analysis of Investment Properties

Group

2012

HK$M

2011

HK$M

Held in Hong Kong:

On medium-term leases (10 to 50 years) 25,350 25,151

On long-term leases (over 50 years) 152,883 140,358

178,233 165,509

Held in Mainland China:

On medium-term leases (10 to 50 years) 23,194 21,298

Held in U.S.A.:

Freehold 554 391

201,981 187,198

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2012 FINAL RESULTS

23

Property Trading The trading portfolio comprises six luxury residential projects under development in Hong Kong (four on Hong

Kong Island, one in Kowloon and one on Lantau Island), two residential towers under development in Brickell

CityCentre in Miami, U.S.A., an office property under development in the Daci Temple project in Chengdu in

Mainland China, and the remaining residential units at the completed developments of AZURA and 5 Star Street

in Hong Kong and ASIA in Miami. There are also land banks in Miami and Fort Lauderdale in Florida, U.S.A.

Property Trading Portfolio

Gross Floor

Area (sq.ft.)

(100% Basis)

Actual / Expected

Construction

Completion

Date

Attributable

Interest

Completed

Hong Kong

- 5 Star Street (1) 1,331 2010 100%

- AZURA (1) 48,686 2012 87.5%

U.S.A.

- ASIA, Miami (1) 33,264 2008 100%

Under Development

Hong Kong

- ARGENTA 75,805 2013 100%

- 33 Seymour Road (Phase 1) 165,792 2014 100%

- 33 Seymour Road (Phase 2) 195,531 2016 100%

- MOUNT PARKER RESIDENCES 151,954 2013 80%

- DUNBAR PLACE 88,555 2013 50%

- Cheung Sha, South Lantau 64,412 2015 100%

Mainland China

- Daci Temple Project, Chengdu (office portion) 1,324,575 2013 50%

U.S.A.

- Brickell CityCentre, Miami, Florida (residential portion) 1,128,000 2015 100%

Held for Development

U.S.A.

- Fort Lauderdale, Florida 787,414 N/A 75%

- South Brickell Key, Miami, Florida 421,800 N/A 100%

- Brickell CityCentre, North Squared, Miami, Florida 500,000 N/A 100%

Total 4,987,119

(1) Remaining unsold units as at 31st December 2012.

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2012 FINAL RESULTS

24

The following table shows the expected timing of completion of our residential projects in Hong Kong.

Expected Attributable Residential GFA Completions in Hong Kong in 2013-2016

GFA (sq ft.) 2013 2014 2015

2016 &

Onwards

MOUNT PARKER RESIDENCES 121,563 - - -

ARGENTA 75,805 - - -

DUNBAR PLACE 44,278 - - -

33 Seymour Road (Phase 1) - 165,792 - -

33 Seymour Road (Phase 2) - - - 195,531

Cheung Sha, South Lantau - - 64,412 -

Total 241,646 165,792 64,412 195,531

Audited Financial Information

Properties Held For Development and For Sale

Group

2012

HK$M

2011

HK$M

Properties held for development

Freehold land 188 124

Properties for sale

Completed properties

- development costs 401 270

- freehold land 4 7

- leasehold land 145 4

Properties under development

- development costs 1,762 1,329

- freehold land 175 175

- leasehold land 4,461 5,063

6,948 6,848

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2012 FINAL RESULTS

25

Hong Kong

Residential developments in Mid-Levels West, Hong Kong

Swire Properties owns four sites in Mid-Levels West, a residential district on Hong Kong Island.

(a) AZURA, 2A Seymour Road

Swire Properties holds a 87.5% interest in this development comprising a 50-storey tower of 126 units and 45 car

parking spaces with a total GFA of 206,306 square feet. The development was completed in the second half of

2012. As at 13th

March 2013, 111 units had been sold. Completion of the sales of 98 of these units took place in

2012. Completion of the sales of a further three units have taken place up to 13th

March 2013. Completion of the

sales of ten units will take place later in 2013. The development is managed by Swire Properties.

(b) ARGENTA, 63 Seymour Road

ARGENTA is wholly-owned by Swire Properties. The superstructure works are in progress. The development is

expected to be completed and available for hand over to the purchasers in 2013, and will consist of a 37-storey

tower of 30 whole-floor residential units and 28 car parking spaces with an aggregate GFA of 75,805 square feet.

Six units (each together with a car parking space) have been pre-sold.

(c) 33 Seymour Road (Phases 1 and 2)

33 Seymour Road is wholly-owned by the Group. Superstructure works at Phase 1 of the development are in

progress and the development of Phase 1 is expected to be completed in 2014 and available for hand over to

purchasers in 2015. It will consist of a 48-storey tower of 127 residential units with an aggregate GFA of 165,792

square feet upon completion.

Foundation works at Phase 2 of the development (formerly 92-102 Caine Road) are in progress and the

development is expected to be completed in 2016 and available for hand over to purchasers in 2017. The

development consists of a 50-storey tower of 197 residential units and 43 car parking spaces with an aggregate

GFA of 195,531 square feet.

Swire Properties plans, subject to receipt of the necessary approvals, to upgrade certain pedestrian walkways,

widen a number of pavements and build a pedestrian staircase next to Phase 2, in order to improve pedestrian flow

between Castle Road and Caine Road.

MOUNT PARKER RESIDENCES, 1 Sai Wan Terrace (formerly 1 Sai Wan Terrace)

Swire Properties has an 80% interest in MOUNT PARKER RESIDENCES, a residential development in Quarry

Bay, Hong Kong. The development is expected to be completed in the second half of 2013 and available for hand

over to purchasers in 2014. It will comprise 92 residential units and 69 basement car parking spaces, with an

aggregate GFA of 151,954 square feet upon completion.

DUNBAR PLACE, 23 Dunbar Road (formerly 148 Argyle Street)

DUNBAR PLACE is a residential development in Ho Man Tin, Kowloon. Swire Properties has a 50% interest in

the development. The development is expected to be completed in 2013 and available for hand over to purchasers

in 2014. It will have an aggregate GFA of approximately 88,555 square feet upon completion and will consist of a

23-storey tower with 53 residential units and 57 car parking spaces.

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2012 FINAL RESULTS

26

Cheung Sha, South Lantau

Two adjacent residential sites at the junction of Tung Chung Road and South Lantau Road in Cheung Sha, Lantau

Island were acquired in 2011 and are wholly-owned by the Group. The sites will be developed into detached

houses with an aggregate GFA of 64,412 square feet. The development is expected to be completed and available

for hand over to purchasers in 2015.

Hong Kong Residential Market Outlook

The effect of substantial increases and other changes in Hong Kong stamp duty on demand for luxury residential

properties is uncertain.

U.S.A.

ASIA, located on the northern edge of Brickell Key in downtown Miami, is a luxury high-rise residential

condominium with 123 units. The average size of these units is approximately 2,300 square feet. Sales of 16 units

were completed in 2012. 110 units have been sold and a further three units have been leased as at 13th

March

2013.

The residential portion of Brickell CityCentre is being developed for trading purposes and will comprise 820 units

in two high-rise condominium towers. Completion of this development is expected in 2015.

The residential market for properties in urban Miami is expected to continue to improve in 2013 with higher sales

prices and rental rates. The excess condominium supply is now largely absorbed and construction is underway at

several new condominium projects.

Leasing and Management Business Swire Properties was responsible for the redevelopment and is responsible for the leasing and management of

OPUS HONG KONG, a property owned by Swire Pacific at 53 Stubbs Road. The property is a prime residential

development consisting of a 12-storey residential building with ten whole-floor units and two double-level garden

apartments designed by Pritzker Prize winning architect Frank Gehry.

Estate Management

Through subsidiaries, Swire Properties undertakes the management of 15 estates which it has developed, including

AZURA, Robinson Place, The Orchards, and Taikoo Shing. The services provided include concierge services and

assistance to the residents, cleaning and maintenance of common areas, and renovation of buildings. Swire

Properties places great emphasis on its relationships with occupants of the existing estates which it manages and

intends to provide high quality estate management at the estates which it is developing.

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2012 FINAL RESULTS

27

Hotels

Managed Hotels

Overview

Swire Hotels owns and manages hotels in Hong Kong, Mainland China and the U.K., comprising the “House

Collection”, “EAST”, and “Chapter Hotels”. The House Collection, presently comprising The Upper House in

Hong Kong and The Opposite House in Beijing, is a group of small and distinctive hotels in Asia providing highly

personalised experiences for guests. EAST hotels are lifestyle business hotels. Chapter Hotels are local hotels in

regional towns and cities in the U.K..

Hotels Portfolio (Managed by the Group)

No. of rooms

(100% Basis)

Attributable

Interest

Completed

Hong Kong

- The Upper House 117 100%

- EAST, Hong Kong 345 100%

- Headland Hotel (1) 501 0%

Mainland China

- The Opposite House 99 100%

- EAST, Beijing (2) 369 50%

U.K.

- The Montpellier Chapter, Cheltenham 61 100%

- Avon Gorge Hotel, Bristol 75 100%

- The Magdalen Chapter, Exeter (3) 59 100%

- Hotel Seattle, Brighton 71 100%

Under Development

Mainland China

- Dazhongli Project (Hotel), Shanghai 100 50%

- Daci Temple Project (Hotel), Chengdu (4) 142 50%

U.S.A.

- EAST, Miami 351 100%

Total 2,290

(1) Headland Hotel is owned by Airline Hotel Limited, a wholly-owned subsidiary of Cathay Pacific Airways Limited.

(2) EAST, Beijing opened in September 2012.

(3) Refurbishment of the hotel in Exeter was completed in 2012.

(4) Including serviced apartments in the same building.

The Upper House

The Upper House, a 117-room luxury hotel at Pacific Place, continued to be recognised for its customer service

and achieved strong market penetration and revenue growth in 2012, with revenue per available room increasing

by 9% from 2011. In 2012, it received the “Best Overseas Business Hotels 2012” award from Condé Nast

Traveller, an award from Fodor’s 100 Hotel Awards 2012, a “Certificate of Excellence for The Year of 2012”

award from TripAdvisor and a “Hong Kong & Macau Best Restaurants” award from Asia Tatler Dining.

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2012 FINAL RESULTS

28

EAST, Hong Kong

EAST, Hong Kong, a 345-room hotel at Island East, has established a loyal following from office tenants in

Cityplaza and TaiKoo Place. Occupancy and average room rates were strong in 2012, with revenue per available

room increasing by 5% from 2011. In 2012, it received the “2012 Travelers' Choice Award” and a “Certificate of

Excellence for The Year of 2012” award from TripAdvisor, a “Top 10 Hong Kong Boutique Hotels” award from

the Guardian and a “50 Stunning Rooftop Bars and Restaurants” award from CNNGo.

The Opposite House

Revenue per available room increased by 3% in 2012 at The Opposite House, a 99-room luxury hotel at Sanlitun

Village, Beijing. Its accommodation, restaurant and bar businesses improved and it maintained a leading market

position. The hotel received the Condé Nast Traveller's “Gold List 2012: Best for Food” award and Miele

Guide’s “One of Asia's Finest Restaurants 2011/2012” award during the year.

EAST, Beijing

EAST, Beijing is a 369-room business lifestyle hotel at the INDIGO development in Beijing, in which Swire

Properties holds a 50% interest. The hotel has been gradually building a loyal corporate clientele since its opening

in September 2012.

U.K. Hotels

Swire Properties owns four hotels in the United Kingdom, one each in Cheltenham, Bristol, Brighton and Exeter.

The Magdalen Chapter Hotel in Exeter re-opened in June 2012 following a major refurbishment. Occupancy and

room rates were satisfactory during 2012 although trading conditions were challenging in the U.K. market.

Hotels Market Outlook

The hotels in Hong Kong are expected to continue to benefit from growth in the number of visitors from Mainland

China and are well positioned in both the business and tourism sectors.

In Mainland China, The Opposite House is expected to see further growth in its accommodation, restaurant and

bar businesses. EAST, Beijing will make its first full year contribution in 2013.

The trading environment in the U.K. remains challenging.

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2012 FINAL RESULTS

29

NNoonn--mmaannaaggeedd HHootteellss

Swire Properties has ownership interests in (but does not manage) hotels with 3,065 rooms in aggregate. The

Mandarin Oriental in TaiKoo Hui, 97% owned by Swire Properties and which opened in January 2013, has 263

rooms and 24 serviced apartments.

. Hotels Portfolio (Not managed by the Group)

No. of rooms

(100% Basis)

Attributable

Interest

Completed

Hong Kong

- Island Shangri-La Hong Kong 565 20%

- JW Marriott Hotel Hong Kong 602 20%

- Conrad Hong Kong 513 20%

- Novotel Citygate Hong Kong 440 20%

U.S.A.

- Mandarin Oriental, Miami 326 75%

Mainland China

- Mandarin Oriental, Guangzhou (1) 287 97%

Under Development

Mainland China

- Dazhongli Project (Hotels), Shanghai 332 50%

Total 3,065

(1) Including 24 serviced apartments in the same building. The development was officially opened in January 2013.

The non-managed hotels in Hong Kong performed strongly during the year. Trading conditions also improved at

the Mandarin Oriental, Miami in 2012.

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2012 FINAL RESULTS

30

Capital Commitments

Capital Expenditure and Commitments for Investment Properties and Hotels Capital expenditure in 2012 on Hong Kong investment properties and hotels, including completed projects,

amounted to HK$1,828 million (2011: HK$3,104 million). Outstanding capital commitments at 31st December

2012 were HK$5,405 million (31st December 2011: HK$6,740 million).

Capital expenditure in 2012 on Mainland China investment properties and hotels, including the Group's share of

the capital expenditure of jointly controlled companies, amounted to HK$1,776 million (2011: HK$3,180 million).

Outstanding capital commitments at 31st December 2012 were HK$7,546 million (2011: HK$8,430 million),

including the Group’s share of the capital commitments of jointly controlled companies of HK$6,620 million

(2011: HK$7,101 million). The Group is committed to funding HK$818 million (31st December 2011: HK$1,828

million) of the capital commitments of jointly controlled companies in Mainland China.

Capital expenditure in 2012 on the investment properties and hotels in the U.S.A., Singapore and the U.K.

amounted to HK$239 million (2011: HK$102 million). Outstanding capital commitments at 31st December 2012

were HK$2,963 million (2011: HK2,510 million).

Profile of Capital Commitments for Investment Properties and Hotels

Expenditure Forecast year of expenditure Commitments*

2012

HK$M

2013

HK$M

2014

HK$M

2015

HK$M

2016

& beyond

HK$M

At 31st Dec 2012

HK$M

Hong Kong 1,828 879 548 606 3,372 5,405

Mainland China 1,776 3,680 2,361 831 674 7,546

U.S.A. and others 239 1,360 1,603 - - 2,963

Total 3,843 5,919 4,512 1,437 4,046 15,914

* The capital commitments represents the Group’s capital commitments of HK$9,294 million plus the Group’s share of the capital

commitments of jointly controlled companies of HK$6,620 million. The Group is committed to funding HK$818 million of the capital

commitments of jointly controlled companies.

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2012 FINAL RESULTS

31

Financing

Sources of Finance

At 31

st December 2012, committed loan facilities and debt securities amounted to HK$36,777 million, of which

HK$7,338 million (20.0%) remained undrawn. In addition, the Group had undrawn uncommitted facilities

totalling HK$1,408 million. Sources of funds at 31st December 2012 comprised:

At 31

st December 2012, 61% of the Group’s gross borrowings were on fixed rate basis and 39% were on a floating

rate basis (2011:66% and 34% respectively).

The Group had bank balances and short-term deposits of HK$1,940 million at 31st December 2012, compared to

HK$1,180 million at 31st December 2011.

Maturity Profile and Refinancing

Bank loans and other borrowings are repayable on various dates up to 2022 (2011: up to 2018). The weighted

average term and cost of the Group’s debt are:

2012 2011

Weighted average term of debt 3.6 years

2.9 years

Weighted average term of debt (excluding perpetuals) 3.5 years

2.8 years

Weighted average cost of debt 4.8%

4.6%

Weighted average cost of debt (excluding perpetuals) 4.5% 4.4%

Undrawn

Undrawn

expiring

expiring

within

after

Available

Drawn

one year

one year

HK$M

HK$M

HK$M

HK$M

Facilities from third parties

Revolving credit and short-term loans 3,960 1,238 337 2,385

Term loans 9,677

8,261

-

1,416

Bonds 4,676

4,676

-

-

Facilities from Swire Finance

Revolving credit 4,000

800

1,500

1,700

Bonds 12,135

12,135

-

-

Perpetual capital securities 2,329

2,329

-

-

Total committed facilities 36,777

29,439

1,837

5,501

Uncommitted facilities

Bank loans, overdrafts and other loans 2,952

1,544

1,266

142

Total 39,729

30,983

3,103

5,643

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2012 FINAL RESULTS

32

The maturity profile of the Group's available committed facilities is set out below:

Maturity Profile

(HK$M) Total 2013 2014 2015 2016 2017 2018 2019 2022

Facilities from third parties

Revolving credit and term

loans 13,637 1,215 6,672 2,750 2,000 1,000 - - -

Bonds 4,676 - - - - 500 - 300 3,876

Facilities from Swire Finance

Revolving credit 4,000 1,500 - 2,500 - - - - -

Bonds 12,135 2,300 - - 4,658 - 5,177 - -

Perpetual capital securities 2,329 - - - - 2,329 - - -

Total 36,777 5,015 6,672 5,250 6,658 3,829 5,177 300 3,876

Note: The perpetual capital securities have no fixed maturity date. In the above table their maturity is presented as their first call date, 13th

May 2017.

The table below sets forth the maturity profile of the Group’s borrowings:

2012

2011

HK$M

HK$M

Bank and other borrowings:

Within 1 year 2,365

1,687

1 - 2 years 6,603

93

2 - 5 years 2,502

5,726

After 5 years 4,151

-

Borrowings from Swire Finance:

Within 1 year 2,299

6,943

1 - 2 years -

2,296

2 - 5 years 7,773

4,638

After 5 years 5,168

7,497

Total 30,861

28,880

Amount due within one year included under current liabilities (4,664)

(8,630)

Amount due after one year included under non-current liabilities 26,197

20,250

Upon maturity of the financing arrangements provided by Swire Finance Limited, the Group will obtain new

funding (as necessary) on a stand-alone basis without recourse to Swire Pacific.

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2012 FINAL RESULTS

33

Currency Profile An analysis of the carrying amounts of gross borrowings by currency (after cross-currency swaps) is shown below:

2012

2011

HK$M

HK$M

Currency

Hong Kong dollar 21,060 68%

20,598 71%

United States dollar 1,524 5%

1,182 4%

Renminbi 8,214 27%

7,040 25%

Others 63 -

60 -

Total 30,861 100%

28,880 100%

Gearing Ratio and Interest Cover The following table illustrates the gearing ratio, interest cover and cash interest cover for each of the last two years:

2012

2011

Gearing ratio*

Per accounts 15.0% 15.7%

Underlying 14.5% 15.3%

Interest cover – times *

Per accounts 15.7 18.2

Underlying 7.9 12.0

Cash interest cover – times *

Per accounts 12.3 14.5

Underlying 6.0 9.2

* Refer to Glossary on page 50 for definition

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2012 FINAL RESULTS

34

FINANCIAL STATEMENTS

Consolidated Income Statement

For the year ended 31st December 2012

2012

2011

Note HK$M

HK$M

Turnover 2 14,052

9,581

Cost of sales 3 (3,770)

(2,334)

Gross profit

10,282

7,247

Administrative expenses

(873)

(1,029)

Other operating expenses

(214)

(130)

Profit on sale of interest in Festival Walk

-

595

Other net gains/ (losses) 4 40

(83)

Change in fair value of investment properties

12,273

20,345

Operating profit

21,508

26,945

Finance charges

(1,483) (1,504)

Finance income

116 27

Net finance charges 6 (1,367)

(1,477)

Share of profits less losses of jointly controlled companies

660

851

Share of profits less losses of associated companies

161

156

Profit before taxation

20,962

26,475

Taxation 7 (1,863)

(1,296)

Profit for the year

19,099

25,179

Profit for the year attributable to:

The Company's shareholders 18,763

25,126

Non-controlling interests 336

53

19,099

25,179

Dividends

Special interim - paid

-

10,014

First interim - declared on 15th March 2012 - 1,053

First interim - paid

1,287

-

Second interim - declared on 14th March 2013

2,223

-

8 3,510

11,067

HK$

HK$

Earnings per share for profit attributable to

the Company's shareholders (basic and diluted) 9 3.21

4.40

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2012 FINAL RESULTS

35

Consolidated Statement of Comprehensive Income

For the year ended 31st December 2012

2012

2011

HK$M

HK$M

Profit for the year

19,099

25,179

Other comprehensive income

Cash flow hedges

- fair value losses recognised during the year (84) -

- transferred to net finance charges 1 -

- deferred tax 14 -

Revaluation of properties previously occupied by the Group

- gain recognised during the year

36

186

- deferred tax

(8)

-

Share of other comprehensive income of jointly controlled

and associated companies

30

276

Net translation differences on foreign operations

160

517

Other comprehensive income for the year, net of tax

149

979

Total comprehensive income for the year

19,248

26,158

Total comprehensive income attributable to:

The Company's shareholders

18,911

26,105

Non-controlling interests

337

53

19,248

26,158

Note: Other than cash flow hedges and revaluation of properties previously occupied by the Group as disclosed above, items shown within other

comprehensive income have no tax effect.

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2012 FINAL RESULTS

36

Consolidated Statement of Financial Position

at 31st December 2012

2012

2011

Note HK$M

HK$M

ASSETS AND LIABILITIES

Non-current assets

Property, plant and equipment 6,837

6,615

Investment properties 202,296

187,488

Leasehold land and land use rights -

3

Intangible assets 8

7

Properties held for development 188

124

Jointly controlled companies 14,878

13,000

Associated companies 721

639

Available-for-sale assets 9

9

Deferred tax assets 68

57

Retirement benefit assets 117

108

225,122

208,050

Current assets

Properties under development and for sale 6,948 6,848

Stocks and work in progress 69

69

Trade and other receivables 10 2,930

1,945

Amount due from immediate holding company - Swire Pacific Limited 51

142

Cash and cash equivalents 1,940 1,180

11,938 10,184

Current liabilities

Trade and other payables 11 7,155

8,088

Taxation payable

710

445

Bank overdrafts and short-term loans 1,057

1,023

Long-term loans due within one year 1,308

664

Loans due to a fellow subsidiary company - Swire Finance Limited 2,299 6,943

12,529 17,163

Net current liabilities

(591) (6,979)

Total assets less current liabilities

224,531

201,071

Non-current liabilities

Long-term loans and bonds 13,256 5,819

Loans due to a fellow subsidiary company - Swire Finance Limited 12,941 14,431

Derivative financial instruments 83 -

Deferred tax liabilities 4,995 4,246

31,275

24,496

NET ASSETS

193,256

176,575

EQUITY

Share capital 12 5,850

5,850

Reserves 13 186,764

170,193

Equity attributable to the Company's shareholders

192,614

176,043

Non-controlling interests 642

532

TOTAL EQUITY

193,256

176,575

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2012 FINAL RESULTS

37

Consolidated Statement of Cash Flows

For the year ended 31st December 2012

2012

2011

HK$M HK$M

Operating activities

Cash generated from operations 8,116 7,396

Interest paid

(1,576)

(1,664)

Interest received

27

38

Profits tax paid

(875) (485)

5,692

5,285

Dividends received from jointly controlled and associated companies

and available-for-sale assets

153 415

Net cash from operating activities

5,845 5,700

Investing activities

Purchase of property, plant and equipment (488) (548)

Additions to investment properties (2,516) (4,717)

Purchase of intangible assets

(5) (5)

Proceeds from disposals of property, plant and equipment

16 1

Proceeds from disposal of Festival Walk

- 18,305

Purchase of shares in jointly controlled companies

(5) -

Loans to jointly controlled companies

(1,387) (2,294)

Repayment of loans by jointly controlled companies

129 1,169

Initial leasing costs incurred

(115) (193)

Net cash (used in) / generated from investing activities

(4,371) 11,718

Net cash inflow before financing

1,474 17,418

Financing activities

Bank loans drawn and refinancing

4,029 2,206

Bonds Issued 4,676 -

Repayment of bank loans

(681) (628)

8,024 1,578

Proceeds from issuance of ordinary shares - 4,500

Capital contribution from non-controlling interests - 12

Decrease in loans due to a fellow subsidiary company- Swire Finance

Limited (6,173) (10,875)

Dividends paid to the Company's shareholders (2,340) (12,439)

Dividends paid to non-controlling interests (227) (12)

Net cash used in financing activities (716) (17,236)

Increase in cash and cash equivalents 758 182

Cash and cash equivalents at 1st January

1,179 1,023

Currency adjustment

(1) (26)

Cash and cash equivalents at 31st December

1,936 1,179

Represented by:

Bank balances and short-term deposits maturing within three months 1,940

1,180

Bank overdrafts

(4)

(1)

1,936

1,179

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2012 FINAL RESULTS

38

1. Segment information

(a) Information about reportable segments

Analysis of Consolidated Income Statement

External

turnover

Inter-

segment

turnover

Operating

profit/(loss)

after

depreciation

and

amortisation

Finance

charges

Finance

income

Share of

profits less

losses of

jointly

controlled

companies

Share of

profits less

losses of

associated

companies

Profit

/(loss)

before

taxation

Tax

charge

Profit

/(loss)

for the

year

Profit/(loss)

attributable to

the Company's

shareholders

Depreciation and

amortisation

charged to operating

profit

HK$M

HK$M

HK$M

HK$M

HK$M

HK$M

HK$M

HK$M

HK$M

HK$M

HK$M

HK$M

Year ended 31st December 2012

Property investment 9,123 8 6,879 (1,443) 113 146 - 5,695 (771) 4,924 4,906 (171)

Property trading 4,147 - 2,395 - 3 (14) - 2,384 (422) 1,962 1,659 (20)

Hotels 782 2 (39) (40) - (40) 160 41 (29) 12 14 (123)

Change in fair value of

investment properties - - 12,273 - - 568 1 12,842 (641) 12,201 12,184 -

Inter-segment elimination - (10) - - - - - - - - - -

14,052 - 21,508 (1,483) 116 660 161 20,962 (1,863) 19,099 18,763 (314)

Year ended 31st December 2011

Property investment

8,651

8

6,743

(1,464)

24

123

-

5,426

(760)

4,666

4,656

(163)

Property trading

213

-

(50)

(5)

3

59

-

7

(3)

4

7

(9)

Hotels

717

2

(93)

(35)

-

(7)

155

20

(53)

(33)

(33)

(120)

Change in fair value of

investment properties

-

-

20,345

-

-

676

1

21,022

(480)

20,542

20,496

-

Inter-segment elimination

-

(10)

-

-

-

-

-

-

-

-

-

-

9,581

-

26,945

(1,504)

27

851

156

26,475

(1,296)

25,179

25,126

(292)

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2012 FINAL RESULTS

39

1. Segment information (continued)

(a) Information about reportable segments (continued)

Analysis of total assets of the Group

Jointly

Additions to

Segment

controlled

Associated

Bank

Total

non-current

assets

companies

companies

deposits

assets

assets (note)

HK$M

HK$M

HK$M

HK$M

HK$M

HK$M

At 31st December 2012

Property investment 206,717 12,737 55 1,529 221,038 2,396

Property trading and

development 7,272 1,063 - 345 8,680 66

Hotels 5,532 1,078 666 66 7,342 414

219,521 14,878 721 1,940 237,060 2,876

At 31st December 2011

Property investment

190,771

11,303

55

1,003

203,132

5,117

Property trading and

development

7,479

842

-

76

8,397

2

Hotels

5,165

855

584

101

6,705

586

203,415

13,000

639

1,180

218,234

5,705

Note: In this analysis, additions to non-current assets during the year exclude financial instruments (which include jointly controlled and associated

companies and available-for-sale assets), deferred tax assets and retirement benefit assets.

Analysis of total liabilities and non-controlling interests of the Group

Current and

Non-

Segment

deferred tax

Gross

Total

controlling

liabilities

liabilities

borrowings

liabilities

interests

HK$M

HK$M

HK$M

HK$M

HK$M

At 31st December 2012

Property investment 6,516 5,236 25,482 37,234 557

Property trading and development 557 469 4,688 5,714 85

Hotels 165 - 691 856 -

7,238 5,705 30,861 43,804 642

At 31st December 2011

Property investment

6,184

4,672

22,852

33,708

532

Property trading and development

1,721

19

5,409

7,149

-

Hotels

183

-

619

802

-

8,088

4,691

28,880

41,659

532

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2012 FINAL RESULTS

40

1. Segment information (continued)

(a) Information about reportable segments (continued)

The Swire Properties Group is organised on a divisional basis: Property investment, Property trading and

development, and Hotels. The reportable segments within each of the three divisions are classified according

to the nature of the business.

(b) Information about geographical areas

The activities of the Group are principally based in Hong Kong, Mainland China, the United States of

America and the United Kingdom.

An analysis of turnover and non-current assets of the Group by principal markets is outlined below:

Turnover

Non-current assets*

2012 2011

2012 2011

HK$M

HK$M

HK$M

HK$M

Hong Kong 12,217

8,392

182,390

169,779

Mainland China 1,516

932

25,544

23,378

United States of America 187

146

829

569

United Kingdom 132

111

566

511

14,052

9,581 209,329

194,237

* In this analysis, the total of non-current assets excludes financial instruments (which include jointly controlled and associated

companies and available-for-sale assets), deferred tax assets and retirement benefit assets.

2. Turnover

Turnover represents sales by the Company and its subsidiary companies to external customers and comprises

revenue from:

2012

2011

HK$M

HK$M

Gross rental income from investment properties 9,015

8,557

Property trading 4,147

213

Hotels 782

717

Rendering of services 108

94

14,052

9,581

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2012 FINAL RESULTS

41

3. Cost of sales

2012

2011

HK$M

HK$M

Direct rental outgoings in respect of investment properties that

- generated rental income (1,490)

(1,471)

- did not generate rental income (102)

(46)

(1,592)

(1,517)

Property trading (1,435)

(199)

Hotels (691)

(584)

Rendering of services (52)

(34)

(3,770)

(2,334)

4. Other net gains / (losses)

2012

2011

HK$M

HK$M

Profit on sale of investment properties 12 -

Loss on sale of property, plant and equipment (1) -

Impairment reversals / (losses) on hotel and trading properties 4 (100)

Net foreign exchange gains / (losses) 4 (6)

Provision written back - 19

Recognition / (reversal) of income on forfeited deposits on trading properties 9 (16)

Others 12

20

40

(83)

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2012 FINAL RESULTS

42

5. Expenses by type

Expenses included in cost of sales, administrative and other operating expenses are analysed as

follows:

2012

2011

HK$M

HK$M

Depreciation of property, plant and equipment 222

224

Amortisation of

- intangible assets 3

3

- initial leasing costs on investment properties 89

65

Staff costs 1,295

1,137

6. Net finance charges

2012

2011

HK$M

HK$M

Interest charged on:

Bank loans and overdrafts (527) (418)

Bonds:

Wholly repayable within five years (4) -

Not wholly repayable within five years (95) -

Loan from a fellow subsidiary company (925) (1,096)

Loans from jointly controlled companies (4) (2)

Fair value losses on derivative instruments:

Cash flow hedges - transferred from other comprehensive income (1) -

Other financing costs (134) (104)

Loss on the movement in the fair value of the liability in respect of a put

option in favour of the owner of a non-controlling interest in a subsidiary (175) (259)

Capitalised on:

Investment properties 95 197

Properties under development and for sale 244 155

Hotels 43 23

(1,483) (1,504)

Interest income on:

Short-term deposits and bank balances 11 12

Loan to a fellow subsidiary company - 2

Loans to jointly controlled companies 13 9

Others 92 4

116 27

Net finance charges (1,367) (1,477)

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2012 FINAL RESULTS

43

7. Taxation

2012

2011

HK$M

HK$M

HK$M

HK$M

Current taxation:

Hong Kong profits tax (1,124)

(628)

Overseas taxation (11)

(12)

(Under)/ over-provisions in prior years (4)

20

(1,139)

(620)

Deferred taxation:

Changes in fair value of investment properties (252)

(386)

Origination and reversal of temporary differences (472)

(290)

(724)

(676)

(1,863)

(1,296)

Hong Kong profits tax is calculated at 16.5% (2011: 16.5%) on the estimated assessable profits for the year.

Overseas tax is calculated at tax rates applicable in jurisdictions in which the Group is assessable for tax.

8. Dividends

2012

2011

HK$M

HK$M

First special interim dividend paid on 30th September 2011 -

4,514

Second special interim dividend paid on 8th November 2011 -

5,500

First interim dividend (in lieu of final dividend) declared on 15th March 2012 of

HK¢18 per share -

1,053

First interim dividend of HK¢22 per share paid on 4th October 2012 1,287

-

Second interim dividend (in lieu of final dividend) declared on 14th March 2013 of

HK¢38 per share

2,223

-

3,510

11,067

The second interim dividend is not accounted for in 2012 because it had not been declared at the year end date.

The actual amount will be accounted for as an appropriation of the revenue reserve in the year ending 31st

December 2013.

The register of members will be closed on Friday, 5th

April 2013, during which day no transfer of shares will be

effected. In order to qualify for entitlement to the second interim dividend, all transfer forms accompanied by the

relevant share certificates must be lodged with the Company’s share registrars, Computershare Hong Kong

Investor Services Limited, 17th

Floor, Hopewell Centre, 183 Queen’s Road East, Hong Kong, for registration not

later than 4:30 p.m. on Wednesday, 3rd

April 2013.

To facilitate the processing of proxy voting for the Annual General Meeting to be held on 7th

May 2013, the

register of members will be closed from 2nd

May 2013 to 7th

May 2013, both days inclusive, during which period

no transfer of shares will be effected. In order to be entitled to attend and vote at the annual general meeting, all

transfer forms accompanied by the relevant share certificates must be lodged with the Company’s share registrars,

Computershare Hong Kong Investor Services Limited, 17th

Floor, Hopewell Centre, 183 Queen’s Road East,

Hong Kong, for registration not later than 4:30 p.m. on Tuesday, 30th

April 2013.

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2012 FINAL RESULTS

44

9. Earnings per share (basic and diluted)

Earnings per share are calculated by dividing the profit attributable to the Company's shareholders of HK$18,763

million (2011: HK$25,126 million) by the weighted average number of 5,850,000,000 ordinary shares in issue

during 2012 (2011: 5,704,027,397 ordinary shares).

10.Trade and other receivables

2012

2011

HK$M

HK$M

Trade debtors

278

284

Prepayments and accrued income

186

125

Other receivables

2,466

1,536

2,930

1,945

The analysis of the age of trade debtors at year-end (based on the invoice date) is as follows:

2012

2011

HK$M

HK$M

Under three months

269

272

Between three and six months

6

5

Over six months

3

7

278

284

The Group does not grant credit terms to its customers, except to corporate customers in the hotel business where

commercial trade credit terms are given. The Group also holds rental deposits as security against trade debtors.

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2012 FINAL RESULTS

45

11. Trade and other payables

2012

2011

HK$M

HK$M

Trade creditors

1,064

1,788

Amounts due to intermediate holding company

161

79

Amounts due to a fellow subsidiary company

79

102

Amounts due to an associated company 41 -

Amounts due to a jointly controlled company

2

2

Interest-bearing advances from a jointly controlled

company at 1.58% (2011: 1.55%)

350

225

Advances from non-controlling interests 240

234

Rental deposits from tenants

1,953

1,780

Put option over non-controlling interest in Sanlitun

Village

1,112

937

Accrued capital expenditure

763

1,215

Other payables

1,390

1,726

7,155

8,088

The analysis of the age of trade creditors at year-end is as follows:

2012

2011

HK$M

HK$M

Under three months

970

1,529

Between three and six months

94

259

1,064

1,788

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2012 FINAL RESULTS

46

12. Share capital

2012

2011

HK$M

HK$M

Authorised:

At 31st December 2012 and 2011

30,000,000,000 ordinary shares of HK$1 each 30,000

30,000

Issued and fully paid:

At 31st December 2012 and 2011

5,850,000,000 ordinary shares of HK$1 each 5,850

5,850

On 30th

November 2011, the Company issued 160,000,000 shares to Swire Pacific Limited for a total cash

consideration of HK$4,500 million (being HK$28.125 per share). Following this share issue, the Company has a

total of 5,850,000,000 fully paid shares in issue.

There was no purchase, sale or redemption by the Company of its shares during the year ended 31st December

2012.

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2012 FINAL RESULTS

47

13. Reserves

Share

Merger

Property

Cash flow

Revenue

premium

account

revaluation

hedge

Translation

reserve

account

reserve

reserve

reserve

reserve

Total

HK$M

HK$M

HK$M

HK$M

HK$M

HK$M

HK$M

Group

At 1st January 2011 150,317 259 (1,108) 1,448 - 1,271 152,187

Profit for the year 25,126

-

-

-

-

-

25,126

Other comprehensive income

Revaluation of properties previously occupied by the Group

- gain recognised during the year - - - 186 - - 186

Share of other comprehensive income of jointly

controlled and associated companies - - - - - 276 276

Net translation differences on foreign operations - - - - - 517 517

Total comprehensive income for the year 25,126

-

-

186

-

793

26,105

Issuance of new ordinary shares - 4,340 - - - - 4,340

2010 final dividend (2,425) - - - - - (2,425)

2011 special interim dividends (note 8) (10,014) - - - - - (10,014)

At 31st December 2011 163,004 4,599 (1,108) 1,634 - 2,064 170,193

At 1st January 2012 163,004 4,599 (1,108) 1,634 - 2,064 170,193

Profit for the year 18,763 - - - - - 18,763

Other comprehensive income

Revaluation of properties previously occupied by the Group

- gain recognised during the year - - - 36 - - 36

- deferred tax - - - (8) - - (8)

Cash flow hedges

- fair value loss recognised during the year

- - - - (84) - (84)

- transferred to net finance charges - - - - 1 - 1

- deferred tax - - - - 14 - 14

Share of other comprehensive income of jointly

controlled and associated companies - - - - - 30 30

Net translation differences on foreign operations - - - - - 159 159

Total comprehensive income for the year 18,763 - - 28 (69) 189 18,911

2011 first interim dividend- in lieu of final dividend (note 8) (1,053) - - - - - (1,053)

2012 first interim dividend (note 8) (1,287) - - - - - (1,287)

At 31st December 2012 179,427 4,599 (1,108) 1,662 (69) 2,253 186,764

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2012 FINAL RESULTS

48

14. Changes in accounting standards

The following relevant amendments were required to be adopted by the Group effective from 1st January

2012:

HKAS 12 (Amendment) Income taxes

HKFRS 7 (Amendment) Disclosures – Transfers of Financial Assets

The Group early adopted the amendment to HKAS 12 in 2010.

HKFRS 7 (Amendment) introduces new disclosure requirements on transfers of financial assets. Disclosure is

required (by class of asset) of the nature and carrying amount of, and a description of the risks and rewards of,

financial assets that have been transferred to another party yet remain on the entity’s balance sheet. The gain

or loss on the transferred assets and any retained interest in those assets must be disclosed. In addition, other

disclosures must enable users to understand the amount of any associated liabilities, and the relationship

between the financial assets and associated liabilities. The disclosures must be presented by type of

involvement. For example, the retained exposure could be presented by type of financial instrument (such as

guarantees, call or put options), or by type of transfer (such as factoring of receivables, securitisations or

securities lending). It also introduces new disclosures in respect of risk exposures arising from transferred

financial assets that are either fully derecognised or derecognised not in their entirety, yet the entity still has

continuing involvement in them. The amendment has had no significant impact on the results and financial

position of the Group.

The adoption of the other revisions, amendments and interpretations has had no effect on the Group’s

annual accounts.

15. Events after the reporting period

In January 2012, the Group entered into an agreement with Sino-Ocean Land Limited to fund the whole of

the remaining land premium (and associated taxes) payable in respect of the Daci Temple project and

certain working capital requirements in an aggregate amount of US$230 million. Following this

transaction, the Group’s interest in the project was increased to 81%, reflecting its contribution to the

overall funding of the project. Sino-Ocean Land had a call option, exercisable for one year commencing

from the date of the agreement, to purchase the Group’s additional interest in the project for an amount

equal to one half of the additional funding plus interest at the rate of 10% per annum. The Group had the

right, exercisable for one year commencing one week before the end of the call option period, to require

Sino-Ocean Land to purchase the Group’s additional interest in the project for an amount equal to one half

of the above additional funding plus interest at the rate of 10% per annum.

In January 2013, the above arrangements were amended. Sino-Ocean Land purchased half of the Group’s

additional interest in the project and the options in respect of the remaining part of the additional interest

were extended for a further year. The effect of the amended arrangements was to reduce the Group’s

interest in the project to 63% and to increase Sino-Ocean Land’s interest in the project to 37%. Until the

extended options described above are exercised or lapse, the Group’s remaining additional interest in the

project will be accounted for as a secured loan and the Group’s existing interest will continue to be

accounted for as a 50% interest in a jointly controlled entity.

In January 2013, the Group and Bal Harbour Shops entered into an agreement in respect of the joint

venture which is to develop the retail component of Brickell CityCentre in Miami, Florida, U.S.A. The

Group holds an 87.5% interest in the joint venture and will remain the primary developer while Bal

Harbour Shops will contribute equity and its retail expertise as co-developer.

In March 2013, the Group issued medium-term notes of US$500 million.

In March 2013, the company which owns the existing Citygate Outlets development at Tung Chung in

Hong Kong (in which the Group has a 20% equity interest) won a tender to develop an adjacent

commercial site.

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2012 FINAL RESULTS

49

ADDITIONAL INFORMATION Corporate Governance

The Company is committed to maintaining a high standard of corporate governance. The Company complied

with all the code provisions set out in the Corporate Governance Code (“CG Code”) contained in Appendix 14

to the Rules Governing the Listing of Securities on The Stock Exchange of Hong Kong Limited (the “Listing

Rules”) throughout the year with the following exceptions which it believes do not benefit shareholders:

Sections A.5.1 to A.5.4 of the CG Code in respect of the establishment, terms of reference and resources of

a nomination committee. The Board has considered the merits of establishing a nomination committee but

has concluded that it is in the best interests of the Company and potential new appointees that the Board

collectively reviews and approves the appointment of any new Director as this allows a more informed and

balanced decision to be made by both the potential Director and the Board as to suitability for the role.

The Company has adopted codes of conduct regarding securities transactions by Directors and by relevant

employees (as defined in the CG Code) on terms no less exacting than the required standard set out in the Model

Code for Securities Transactions by Directors of Listed Issuers (the “Model Code”) contained in Appendix 10 to

the Listing Rules.

On specific enquiries made, all Directors have confirmed that, in respect of the accounting period covered by the

annual report, they have complied with the required standard set out in the Model Code and the Company’s code

of conduct regarding Directors’ securities transactions.

Details of the Company’s corporate governance principles and processes will be available in the 2012 annual

report.

The annual results have been reviewed by the Audit Committee of the Company.

Annual Report

The 2012 Annual Report containing all the information required by the Listing Rules will be published on the

Stock Exchange website and the Company website www.swireproperties.com. Printed copies will be available

to shareholders on 5th

April 2013.

List of Directors

As at the date of this announcement, the Directors of the Company are:

Executive Directors: C.D. Pratt (Chairman), M. Cubbon, M.M.S. Low, G.M.C. Bradley,

D.C.Y. Ho and G.J. Ongley;

Non-Executive Directors: J.W.J. Hughes-Hallett, P.A. Kilgour and M.B. Swire;

Independent Non-Executive Directors: S.E. Bradley, J.C.C. Chan, P.K. Etchells, S.T. Fung

and S.C. Liu.

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2012 FINAL RESULTS

50

GLOSSARY

Terms

Adjusted underlying profit Underlying profit

less profit from the disposal of investment

properties and net impairment losses from hotels

and trading properties.

Attributable gross rental income Gross rental

income less amount shared by non-controlling

interests plus the Group’s share of gross rental

income of jointly controlled and associated

companies.

Equity attributable to the Company's

shareholders Equity before non-controlling

interests.

Gross borrowings Total of loans, bonds,

overdrafts and perpetual capital securities.

Gross rental income 100% of gross rental income

of Group companies.

Net assets employed Total equity plus net debt.

Net debt Gross borrowings net of bank deposits and

bank balances.

Underlying equity attributable to the Company's

shareholders Reported equity before non-controlling

interests, adjusted for the impact of deferred tax on

investment properties, unrecognized valuation gains on

hotels held as part of mixed-use developments,

revaluation of investment properties occupied by the

Group and cumulative depreciation of investment

properties occupied by the Group.

Underlying profit Reported profit adjusted principally

for the impact of changes in the fair value of

investment properties and the deferred tax on

investment properties.

Ratios

Earnings/(loss)

per share =

Profit/(loss) attributable to the

Company's shareholders

Weighted average number of

shares in issue during the year

Return on average

equity

attributable to

the Company’s

shareholders

=

Profit/(loss) attributable to the

Company’s shareholders

Average equity during the year

attributable to the Company’s

shareholders

Return on average

underlying

equity

attributable to

the Company’s

shareholders

=

Underlying profit/(loss)

attributable to the Company’s

shareholders

Average underlying equity

during the year attributable to

the Company’s shareholders

Interest cover = Operating profit/(loss)

Net finance charges

Cash interest cover =

Operating profit/(loss)

Total of net finance charges

and capitalised interest

Dividend cover

=

Profit/(loss) attributable to the

Company’s shareholders

Dividends paid and proposed

Gearing ratio = Net debt

Total equity

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2012 FINAL RESULTS

51

FINANCIAL CALENDAR AND INFORMATION

FOR INVESTORS

Financial Calendar 2013

Share trade ex-dividend 2nd

April

Share register closed for 2012 second interim dividend entitlement 5th

April

Annual Report available to shareholders 5th

April

Payment of 2012 second interim dividend 2nd

May

Share register closed for attending and voting at Annual General Meeting 2nd

– 7th

May

Annual General Meeting 7th

May

Interim results announcement August 2013

2013 first interim dividend payable October 2013

Registered Office

Swire Properties Limited

33rd

Floor, One Pacific Place

88 Queensway

Hong Kong

Registrars

Computershare Hong Kong Investor Services Limited

17M Floor, Hopewell Centre

183 Queen’s Road East

Hong Kong

Website: www.computershare.com

Stock Code

Hong Kong Stock Exchange 01972

Auditors

PricewaterhouseCoopers

Investor Relations

E-mail: [email protected]

Public Affairs

E-mail: [email protected]

Tel: (852) 2844-3888

Fax: (852) 2918-9960

Website: www.swireproperties.com

Request for Feedback

In order that we may improve our reporting,

we would be grateful to receive your

comments on our public announcements and

disclosures via e-mail to

[email protected]